Annual Report 2024
Digital growth. Print resilience.
EVOLVING
OUR
REACH
CONTENTS
Disclaimer
This Annual Report is sent to shareholders who have elected to receive a hard copy and is available on our website www.reachplc.com for those shareholders who have elected to receive a copy electronically. In this document, references to
‘the Group’, ‘the Company’, ‘we’ or ‘our’ are to Reach plc and its subsidiaries. A reference to a year expressed as 2024 is for the year ending 31 December 2024, and a reference to a year expressed as 2023 is for the 53 weeks ending 31 December
2023. Where we reference ‘like-for-like’, we are comparing a 52-week period. References to ‘the year’ and ‘the current year’ are to 2024 and references to ‘last year’ and ‘the prior year’ are to 2023. The Annual Report contains forward-looking
statements. By their nature, forward-looking statements involve a number of risks, uncertainties and future assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could
cause actual results and outcomes to differ materially from those expressed in or implied by the forward-looking statements. No assurance can be given that the forward-looking statements will be realised. Statements about the directors’
expectations, beliefs, hopes, plans, intentions and strategies are inherently subject to change and they are based on expectations and assumptions as to future events, circumstances and other factors which are in some cases outside the
Company’s control. The Annual Report has been prepared on the basis of the knowledge and information available to directors at the date of its preparation and the Company does not undertake any obligation to update or revise the
information during the financial year ahead. It is believed that the expectations set out in these forward-looking statements are reasonable, but they may be affected by a wide range of variables which could cause actual results or trends
to differ materially. The forward-looking statements should be read in the context of the principal risk factors set out in the Strategic Report.
Strategic Report
1 Reach in numbers
2 Our purpose
3 Our brands
4 Chairman’s statement
6 Digital growth
7 Print resilience
8 Chief Executive’s review
12 Our strategy
13 Our investment case
14 Our business model
16 Key performance indicators
18 Financial review
25 Responsible business overview
26 Creating trusted, quality content
30 Operating with integrity
33 Developing our teams
36 Protecting our environment
42 Task Force on Climate-related Financial
Disclosures (TCFD)
50 Non-financial and sustainability
information statement
52 Risk report
59 Viability statement
Governance
60 Chairman’s statement
62 Our Board
65 Board in action
70 Section 172 statement
74 Nomination Committee Report
80 Sustainability Committee Report
82 Audit & Risk Committee Report
90 Remuneration Report
104 Compliance with the 2018 UK
Corporate Governance Code
105 Directors’ Report
Financial Statements
110 Independent auditors’ report
119 Consolidated income statement
120 Consolidated statement of
comprehensive income
120 Consolidated statement of changes in equity
121 Consolidated cash flow statement
122 Consolidated balance sheet
123 Notes to the consolidated financial statements
162 Parent company balance sheet
163 Parent company statement of changes in equity
164 Notes to the parent company
financial statements
Other Information
178 2024 SASB index
180 Shareholder information
182 Group five-year summary
REACH IN NUMBERS
Digital property in the UK
6
TH
LARGEST
UK online population reached
69%
(AVERAGE MONTHLY REACH 2024)
% digital data-driven revenue
45%
2023: 43%
Trusted brands
120+
Statutory earnings per share – basic
17.0P
2023: 6.8P
Statutory operating profit
£74.2M
2023: £46.1M
Dividend per share
7.34P
2023: 7.34P
Digital revenue
£130.0M
2023: £127.4M
Adjusted earnings per share – basic
1
25.3P
2023: 21.8P
Adjusted operating profit
1
£102.3M
2023: £96.5M
Net debt
£(14.2)M
2023: £(10.1)M
Revenue
£538.6M
2023: £568.6M
Monthly print and
online audience
44.3M
Customers choosing a Reach
brand for local news
26.9M
(AVERAGE MONTHLY 2024)
Sign-ups to direct channels
(WhatsApp, newsletters, push
notifications)
9M
Audience size for UK and Ireland
commercial publishers
#1
1. Our financial statements disclose financial measures which are required under IFRS. We also report additional financial measures that we believe enhance the relevance and usefulness of the financial
statements. These are important for understanding underlying business performance. Statutory figures are shown for comparative purposes where they differ from adjusted figures. See notes 3 and 35
to the consolidated financial statements.
FINANCIAL NON-FINANCIAL
1
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Strategic Report Governance Financial Statements Other Information
TOGETHER,
WE’RE BUILDING
A SUSTAINABLE
FUTURE FOR
OUR BRANDS.
A POWERFUL
PURPOSEPURPOSE
Our purpose is:
Delivered by our people page 33
Strengthened by our strategy
and our business model
pages
12 to 14
Supported by our responsible
business framework
page 25
Measured by our KPIs, which
are linked to remuneration
page 16
page 90
See more examples of our purpose in action on pages 28 and 29.
Our purpose
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Brands across UK and US
120+
Every month we reach
11%
of the online US audience
Every month we reach
69%
of the online UK audience
We’re Reach plc, the largest commercial news
publisher in the UK and Ireland. We’re home
to more than 120 trusted brands, from national
titles including the Mirror, Express, Daily Record
and Daily Star, to local brands like WalesOnline,
BirminghamLive, BelfastLive and the Manchester
Evening News. And now, we also bring three
brands to our audience in the US which
together reach 11% of the US online population.
Every month, 69% of the online UK population
come to us for news, entertainment and sport
they can trust.
DELIVERED THROUGH OUR
BRANDSBRANDS
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Strategic Report Governance Financial Statements Other Information
Chairman’s statement
The media landscape
As ever, the media industry is a dynamic and changing
place. In 2024, we saw increased consolidation, as
well as other movement across the sector. Tech
platforms continue to wield dominance over
the online landscape, with a disproportionate
influence over the news and content people see,
and AI presents another important consideration.
With these shifting factors around us, it was all the more
important that throughout 2024, we demonstrated our
ability to adapt while also remaining steadily on-course
to prove the value of good, reliable journalism and
diversify our channels and revenue streams.
Performance and digital return to growth
The Board and I were pleased to see the business
deliver a good performance, meeting financial
obligations and delivering ahead of market
expectations with a strong Q4.
This performance underlines the priorities we have been
guided by for a number of years: building our digital
asset through the Customer Value Strategy, managing
the decline of the print product and maintaining a focus
on efficiency and cost management.
Notably in 2024, digital revenue returned to growth. This
was thanks in large part to our Customer Value Strategy,
which has increased the value of our content and has
enabled us to use data to gain a better understanding
of our audiences. In 2024, this approach to serving
audiences crystallised with the launch of the Content
Hub and Distribution Hub teams, which have both
shown early success in increasing engagement and
page views. It has become clear that media businesses
need to be able to adapt quickly to changing
algorithms as well as editorial trends. Reach is now
well-equipped to do this with a team that is set up to
focus specifically on online behaviour and respond
quickly to meet audience needs.
This digital performance has been, as ever, supported
by a reliable print business, which continues to deliver
significant circulation and advertising revenues, despite
the ongoing decline of the format. Underpinning all of
this work was a commitment to responsible cost
management, which saw the business deliver ahead
of its savings commitment of 5-6%.
The performance of the business in what remains a
challenging sector and environment meant that the
Board has agreed bonus payments to the executive
team and throughout the organisation to reflect
everyone’s hard work and commitment.
Revenue diversification progress
Reach’s data-driven Customer Value Strategy, now
entering its sixth year, has also allowed the business to
establish a more diverse range of revenue streams.
The investment in the US expansion has progressed
well, and audience levels continue to grow steadily. It
has also been encouraging to see our proprietary ad
tech platform Mantis building new partnerships as a B2B
ad tech business, as well as the ongoing positive growth
from ecommerce and affiliates.
The business continues to make progress both in video
capability and in AI. The use of artificial intelligence
clearly presents all sorts of issues but there is little
doubt it will transform the way we all do business. It is
essential we grasp how to use this emerging technology
productively and responsibly. The Board believes that
the Reach teams are taking the appropriate steps to
use AI to streamline their ways of working and to
improve their offering to audiences. We will watch for
continued progress in this area, governed by careful
processes and editorial approval on all content.
Reach Studio launched in 2024, tasked with raising
the quality and commercial potential of our video and
podcast output. Early successes include the Euro Thrash
podcast and Won In A Million, a podcast created in
partnership with Allwyn and The National Lottery. This will
be a key area to continue to grow and prioritise in 2025.
Our Commercial team also secured an important
partnership for the Daily Mirror’s Pride of Britain Awards,
agreeing a deal with P&O Cruises that will support Pride
of Britain and Pride of Scotland for the next three years.
This event just marked its 25
th
year of celebrating
ordinary people who have done extraordinary things
and I look forward to seeing this wonderful event flourish
for many years to come.
DELIVERING
IN A DIGITAL
WORLD
Nick Prettejohn
Chairman
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Journalism’s role in society
At Reach we remain driven by the belief that journalism
plays an essential role in a healthy society and
democracy. In a year of elections, both in the UK and the
US, the strength and range of our journalism really came
through. During the UK general election, Reach’s titles
were able to showcase our breadth of representation
across the political spectrum, demonstrated neatly with
the Division Bell podcast, hosted by both the Express and
Mirror political editors. The 5000 voices vox pop project
was another impressive achievement, giving people on
the street in communities across the country, from
Glasgow and Hull, to Cardiff and Newcastle, the chance
to be heard. There are not many platforms able to offer
such a range of local voices, and it is something
everyone at Reach should be proud of.
Outside of elections, our brands played an important
role in politics in other ways. Thanks to three years of
campaigning and a petition that brought together the
strength of its audience, the Express put assisted dying
firmly on the national agenda, leading to a historic vote
in November that cut across usual party politics.
Our local brands also made a major impact on
their communities, from BirminghamLive and
NottinghamshireLive holding power to account by
shining a light on council finances, to the Liverpool Echo
leading the fundraising charge to successfully save
Zoe’s Place baby hospice.
Finally, I want to commend the team at the Mirror for
their British Journalism Award win in the Online Video
Journalism category, for their work uncovering new
evidence relating to the murder of Jill Dando. As
mentioned above, video will become increasingly
important in delivering our purpose of enlightening,
empowering and entertaining our audiences. It is
exciting to watch our brands build their capability in
this area, especially against established broadcast
competition, and is a great sign of things to come.
Responsible business
We must continue to operate as a responsible business,
considering the impact our work has not only on our
customers but the wider world.
In 2024, the team submitted Reach’s near-term
science-based target, an important step towards
reaching net zero in 2050. On a more local level, I
would like to recognise the technology team, which
has partnered with the Good Things Foundation to
reduce digital waste and in 2024 donated hundreds
of devices to people who can make good use of them.
We continue to prioritise the diversity and inclusion of
our teams, and are mindful of the importance and
benefits of representing a wide range of views and
backgrounds in our journalism. It was very good to
see two initiatives in 2024 that brought new voices to
our teams, including a summer internship scheme and
a partnership with The King’s Trust that has resulted in
eight apprentices now working in our newsrooms.
The Board keeps a close eye on Reach’s Gender Pay
Gap reporting and though we were disappointed to see
the small increase in 2024’s gap, we are also reassured
by the overall positive change since reporting began
in 2017, with an overall reduction of 43% in the mean
gender pay gap. We will continue to work with the
business and monitor change. In the meantime, we
are proud to maintain our standing with our 30%
pledges, with over 30% women on both the Board
and executive management team.
Regulatory priorities
The arrival of the new Labour Government has brought
some early signs of a focus on the importance of local
press in particular. The Digital Markets Act, now passed,
will be an important tool to ensure a fairer playing
field with the tech platforms. However, until fully
implemented, their dominance threatens the
freedom of the press across the industry. Local press
requires more urgent intervention and we continue
to urge Government to implement more immediate
solutions. As we saw following the Southport riots, local
titles such as ours provide an irreplaceable service to
society, and we cannot allow disinformation to continue
without challenge.
Dividend
The Board proposes a final dividend of 4.46 pence
per share for 2024 (2023: 4.46 pence per share), which
follows the interim dividend of 2.88 pence per share. In
proposing the final dividend, the Board has considered
all investment requirements and its funding
commitments to the defined benefit pension schemes.
The year to come
We expect further industry change in 2025, but Reach
has a track record of responding appropriately and
quickly to change. The achievements of 2024 put the
business in a good starting position and I look forward
to seeing continued progress in key areas, for example
the ongoing rollout of improved website platforms.
None of this success comes easily or without challenges
and is very much to the credit of the expertise and
commitment of Reach’s management and all of its
teams. Thank you once again to everyone for continuing
to deliver to Reach’s audience. The work you do to serve
your communities is vital.
Nick Prettejohn
Chairman
4 March 2025
Chairman’s statement continued
“We remain driven by the
belief that journalism plays
an essential role in a healthy
society and democracy.“
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Audience growth
Following the deprioritisation of news by referrers, we
saw a 14% year-on-year decline in page views. These
trends improved through the year and by Q4 we
saw quarterly growth of 6%. This increase has been
supported by our Content Hub, as well as our use of
in-house content recommender tools. Many of our
journalists are now using AI tools, though always
under the careful oversight of a journalist, and in 2024,
AI supported 1.8bn page views. For more on AI, see
pages 11 and 27. Meanwhile, we continue to grow our US
audience and now reach 11% of the US online population.
Revenue diversification
Our data-led approach has allowed us to make
headway in revenue diversification, particularly in
ecommerce and affiliates, with the OK! Beauty Box
selling 235,659 boxes this year and with the launch
of our ecommerce site Yimbly. We have also made
progress with expanding our proprietary ad tech
Mantis as a B2B proposition, signing several new
partners including LadBible Group and Netmums.
UX improvement
In 2024, we rolled out a new website platform on the
Liverpool Echo, followed by four other sites, and we will
continue this rollout through 2025. Overall, this work is
now seeing page loading speeds nearly tripling and
a 2% increase in page views per visit. For more on this
work see CEO’s review on page 9.
Sign-ups receiving
content to their device
1
9M
Total social media
followers
100M
Evolving our reach
As audiences continue to shift in their online behaviour,
we must adapt with them. Our Customer Value Strategy
allows us to make data-driven decisions about how to
best reach our audiences, and how to maximise
revenue opportunities.
Secure audiences
Securing our audience means removing barriers
between us and our customers and reducing our
reliance on referrers. We can now reach 9m people
directly on their devices through WhatsApp, newsletters
and push notifications. We also now reach 3.1m
subscribers on InYourArea, with the app attracting
a loyal audience.
Enhancing video output
We launched Reach Studio in 2024, tasked with driving
more high-quality and monetisable video content. In
2024, we grew social video views year-on-year by 12%,
and as of January 2025 reached 100m social media
followers, as well as driving commercial sponsorship
revenue. We are also building new Studio facilities
in five of our Hubs to enhance our capability.
Ecommerce revenue
growth YOY
39%
Digital revenue
growth YOY
2.1%
GROWTH
DIGITAL
1. WhatsApp, newsletters, push notifications
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Our printed product remains the backbone of our
business and funds our transition to digital. Print remains
a hugely popular format for a significant portion of our
audience, reflecting the habitual nature of newspaper
consumption, with over 600,000 copies sold daily. In
addition, it remains extremely popular with advertisers,
especially around major events such as the Euros, with
advertising revenue outperforming the volume decline.
We aim to maintain this highly reliable and important
revenue stream for as long as possible.
Maximising circulation
While our print volumes are in stable decline, at a fall of
around 17% like-for-like per year, our teams have expertly
managed this with pricing. Over 2024, cover prices
increased by an average of 15% per title, offsetting the
majority of the volume decline. These are balanced with
added-value content and reader offers, for example a
popular reader promotion with the National Trust.
Print cost management
At our print sites, we have a track record of responsible
cost management, and we have continued to make
incremental changes to our operations along with
improvements in distribution. Following 2023’s solar
panel installation, we have been able to reduce our
electricity costs, as well as associated emissions (for
more on this see page 37). We also completed the sale
of our Birmingham print site in June, which we last used
in 2021. For more on property costs, see page 21.
Newsprint costs represent nearly 10% of our cost base
and declined 28% like-for-like over the year. The majority
of this decline is attributable to the fall in volumes. We
have taken advantage of inflation unwinding from its
peak by negotiating longer-term contracts, creating
more stability for the months ahead. These actions have
helped address the rising unit costs of production and
maintained the strong profitability of the print business.
600K+
newspapers purchased every day
RESILIENCE
YOY decline in newsprint costs
28%
like-for-like
PRINT
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Chief Executive’s review
2024 was a robust year for Reach, with our teams
continuing to deliver on our plans, and driving a return to
growth both in digital revenue and in page views in Q4.
While we have seen a challenging macro environment
and the ongoing dominance of the tech platforms, our
strategy, and the plans we put in place for the year,
have continued to create value and further our
transition to a more resilient digital business.
We have continued to expertly manage print, and
our early but necessary actions on costs meant we
exceeded our cost-saving target of 5-6% and
delivered a strong operating margin of 19% (FY23: 17%).
Throughout all of this, we continued to serve our
audiences free-to-access news, which has proven
more important than ever in a year of historic elections
across the world, social unrest caused by disinformation,
and ongoing questions about the power of the platforms.
Millions of people in this country are not in a position to
pay for news and making ad-funded news sustainable
will ensure that it remains accessible to all. Thank you
to all our teams for delivering a robust year and
passionately serving our audiences.
CVS driving sustainable growth
Our performance has once again been driven by our
Customer Value Strategy (CVS), which gives us a better
understanding of our audiences and drives better value,
both for us and our advertising partners.
Over the year, we saw 19% growth in yield, meaning we
have been able to make each page view more valuable
due to our richer data, expertise in trading digital assets
and understanding of our audiences. Data-driven
page views are now worth nine times more than a
programmatic page view, making us less vulnerable
to fluctuations in the open market. Overall, this more
valuable data-driven revenue now makes up 45%
of our overall digital revenue (FY23: 43%).
Our data strategy has also paved the way for
significant progress in diversifying our revenue,
particularly non-advertising revenue including
ecommerce and affiliates. We had a strong Black Friday
period, bolstering an already encouraging performance
in affiliates, with an overall year-on-year growth of 51%.
Ecommerce also grew strongly with a 39% year-on-year
increase in revenue. The OK! Beauty Box continues to sell
well and its popular advent calendars sold out before
December. This early Customer Value Strategy initiative
now has more than 15,000 monthly subscribers and
has grown revenue 42% year on year. In the summer
we moved further into this space, launching our own
ecommerce platform, Yimbly, which is progressing
according to plan and which we will scale further in 2025.
To further the diversification of our revenues, we spent
2024 expanding our proprietary ad tech platform Mantis
as a B2B proposition and revenue stream in its own right.
We now have a dedicated and experienced team in
place, which has made good progress in adding revenue
and signing partnerships with other publishing groups
including LadBible Group, Immediate Media, National
World and Netmums in the UK, as well as Nine in Australia.
RETURN TO
DIGITAL
GROWTH
Jim Mullen
Chief Executive Officer
“Over the year, we saw 19% growth in yield, meaning
we have been able to make each page view more
valuable due to our richer data, expertise in trading
digital assets and understanding of our audiences.”
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Our US expansion project has also progressed, with
our audience continuing to grow steadily every
month. Across all of our titles we now reach 11% of
the US online population.
Crucially, while page views for the year were down
14%, the trend improved significantly through the year,
ending Q4 with a very encouraging 6% year-on-year
increase. Our data-driven approach has supported
this return to page view growth, with our AI-supported
content recommender tool serving each customer
more content they might enjoy. Our editorial distribution
teams are highly skilled and take a forensic approach
to using data to understand our audiences across
different channels, which has increased the
discoverability of our content with key referrers
such as Google Discover.
Behind all of this good work is the awareness that we
must improve the customer experience on our websites
so that our audiences can better enjoy our great
content, and I am happy to say we have made good
strides here. In 2024, we trialled a new website platform
on the Liverpool Echo, which improved page loading
speeds, removed the page shifting issue and increased
page views per visit. We have since launched this
platform on the Manchester Evening News, Daily Record,
BirminghamLive, and the Daily Star, with page loading
speed tripling on those sites and page views per visit
up 2%. The teams also recently introduced the new
platform on the Mirror site and we will continue to
roll out across our other sites through 2025.
Print expertly managed
Our well-managed and reliable print business continues
to underpin our digital growth. With the support of
carefully considered cover price increases, our circulation
revenue has declined more slowly at 3% like-for-like than
the industry-wide volume decline in newspaper sales.
Our print advertising continues to be a valuable and
effective channel for our advertising partners, especially
with retailers such as Tesco and Boots, with this revenue
stream declining 13.5% on a like-for-like basis,
outperforming the 17% decline in volumes.
Chief Executive’s review continued
Protesters in Liverpool following the Southport riots
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Our print business performed particularly well during big
events this year, including the Euros and Taylor Swift Eras
tour. The teams took this opportunity to maximise print
sales with popular souvenir specials, maximising
valuable advertising opportunities. We also continue
to provide our print customers with value for money,
balancing carefully managed cover price increases
with enhanced content and partner offers, for example
a recurring offering from the National Trust which
remains very popular.
We continue to manage our costs effectively, and
have been able to reduce our overall newsprint cost
by almost 30%. While much of this is due to the fall in
volumes, we have also been able to provide further
stability by negotiating longer-term contracts for
our materials.
Impactful journalism
At Reach we are proud of the work we do and once
again there are many examples of excellent and
impactful journalism from our teams, and I will pull out
just a few highlights here. As I have mentioned, our titles
delivered brilliant journalism in a year of elections, from
the UK to the US, to the selection of another new Scottish
First Minister. I particularly enjoyed 5000 voices, a joint
project across our titles which gathered vox pops
around the country, demonstrating our unique strength
in having thousands of journalists on the ground who
are truly plugged into their communities. I was similarly
moved watching the aftermath of the Southport riots
unfold, as our teams at the Liverpool Echo, and then
our other national and local titles, provided reliable,
trustworthy news at a time when the country needed
it most, sometimes at their own personal risk.
Our journalists uncovered agenda-setting exclusives,
for example the WalesOnline Vaughan Gething
investigations. They also drove campaigns that made
a difference to their communities, from the Manchester
Evening News raising funds to save the Salford Lads
Club, to the Mirror’s Dentists for All campaign, to the
Express making assisted dying part of the national
conversation, leading to a historic vote in November.
The editorial teams also continued to focus on
engaging audiences across a range of channels,
prioritising video growth and increasing engagement
from secure audiences, in other words the audience
we can communicate with directly. We now have
9m sign-ups from people receiving content directly
on their devices via WhatsApp, newsletters and push
notifications. While not a like-for-like comparison, it’s
worth looking at this achievement through the lens of
UK subscriptions to Netflix which sit at 17m (Q32024).
Along similar lines, these are people whom we
can reach directly with our content.
Our Studio has made progress in working with our
titles and commercial partners to provide high-quality
multi-platform content. Through this work, we have
increased our total social video views by 12% year on
year, and grown revenues from direct social video
buys. This work has also allowed us to secure additional
sponsored content, for example the Won In A Million
podcast, made in partnership with the National Lottery.
In 2025, we will be strengthening our Studio capability
with five new Studio facilities, in our London, Glasgow,
Manchester, Birmingham and Liverpool hubs.
12 of our King’s Trust work placement cohort, joined by
representatives from Reach D&I, and King’s Trust
Chief Executive’s review continued
In an ever-shifting online media environment, it is crucial
that our teams are built to be agile and use every tool
at their disposal to move with their audiences. We have
made great strides on this front, with the creation of the
Content Hub in the summer. This allows us to deploy
more resources to breaking or trending stories, reduce
duplication across some niche topics such as TV,
and create subject experts, or writers who have built up
higher visibility with search engines. It’s early days, but in
a short time this new structure has more than doubled
the average page views of its team members, while
supporting existing core brand teams. One standout
example of how this structure can benefit us is
SurreyLive – a site which over the year has grown
its audience by 321% with the support of Content
Hub content, and during that time has built a
strong audience in health and wellness.
We will continue to explore the opportunities of using
some resource more flexibly in this way and have
already been able to expand this team, with an
additional 60 editorial roles created in the autumn.
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Chief Executive’s review continued
“The delivery of our strategy is a significant achievement
given the challenges our teams face, and this is down
to their strong operational expertise and efforts.”
Through the year, we have continued to refine our
proprietary AI tool, Guten, which is particularly useful
in breaking down data and tailoring original content
for different audiences. For example, the teams have
found the tool very useful for quickly repurposing a
generic weather bulletin to be more relevant to regional
audiences at our various sites. With the editorial and
product teams working in partnership, the tool has
evolved to provide custom functionality including
a more automated article upload and image selection
process. As always, our journalists continue to decide
how and when this tool is used, and must review any
piece of content before it is published. Over 2024,
Guten supported over 1.8bn page views, and we are
further broadening its use across other functions in
the business, again in a carefully controlled manner.
Ensuring we remain relevant
Our work to reach more people and to future-proof
our brands can only be achieved through getting
a diverse workforce, bringing new views and
experiences. Our diversity and inclusion work has played
an important part in making this happen, bringing more
young people, from a variety of backgrounds, into our
newsrooms. We made progress here in 2024 by first
relaunching our summer internship scheme and
then partnering with The King’s Trust on the ‘Get Into
Journalism’ programme which has now led to eight
apprentices joining the business on training contracts.
It was more vital than ever this year that we protected
our journalists not only through traditional security
measures but also through dedicated Online Safety
support, an issue which particularly came to the fore
this summer during the country-wide unrest. While it
is an unfortunate reality that we need to take such
measures, our society depends on journalists being
able to do their jobs safely and I am proud that Reach
leads in this area.
We also made further progress in our work as an
environmentally sustainable business in 2024, making our
near-term science-based target submission, which takes
us one important step closer on our path to net zero.
We remain vocal on wider industry affairs, fighting for
the changes that will allow for the healthy media
sector we all need. We continue to call for Government
to fund reliable local news through its own advertising
spend, and to reconsider the considerable spend that
funds tech platforms and by extension, disinformation.
Delivering our strategy
The continued delivery of our strategy is a significant
achievement given the challenges our teams face,
and this is down to their strong operational expertise
and efforts. The difficult cost actions we finished
implementing early in the year allowed us to adopt
new organisational structures to better reflect the digital
environment. Our teams have continued to transform
and deliver these plans, balancing quality output with
efficiency, and their success creates more confidence
as an organisation to face the challenges, known
and unknown, ahead.
We have delivered a strong financial performance
with an operating margin of nearly 20% and that
importantly means we can meet our significant
obligations, whether that's to our former employees
and pensioners or to our shareholders.
Digital is undeniably the future, and the delivery of our
plans to place digital at the centre of our newsrooms,
and to structure our resources with the introduction
of the Content Hub and new Studio facilities, is not
just driving results for today but setting ourselves
up to deliver in the years ahead.
Looking ahead
While many challenges remain and the media world
will continue to change in the coming years, we are
well set up for the fast-moving and competitive digital
landscape we operate in.
In 2025, while we remain mindful of market uncertainty
and challenging industry dynamics, we will continue to
evolve, building on successes such as the Content
Hub and Studio, and making further progress rolling
out the new website platform across remaining sites.
We continue to manage the risk posed by dominant
tech platforms, by securing our audiences and creating
more direct channels to bring them to our content.
Jim Mullen
Chief Executive Officer
4 March 2025
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A STRATEGY FIT FOR THE FUTURE
Our strategy
In summary
We’re constantly working towards making Reach a more data-led, digitally
focused business. The enduring appeal of our print titles supports the investment
we need to make in our digital infrastructure and platforms, and in ensuring
we have a diverse range of talent in our teams. These investments enable us
to deliver a strategy focused on our customers – a Customer Value Strategy,
or ‘CVS’ – which enables our brands to continue pursuing our purpose in an
increasingly online world.
Why data matters
The success of our CVS relies on forming a new kind of relationship with the
people who come to us for news, entertainment and sport – our customers.
As a largely ad-funded model, page views are our digital currency. And while
customers do not pay directly for their content, they give us their time and
attention, which we measure most simply via these page views. In return
for data, our customers receive more relevant content and advertising.
This could be declared or personal data such as their email address or postcode,
or it could be behavioural or contextual data based on the type of content
they consume.
The more our customers engage, the more we learn about their preferences,
enabling us to further enhance and personalise their experience. The more
we understand the behaviour of our customers, the more valuable their
profiles become, which enables advertisers to more accurately target their
own customers through us.
Customer value
Data is the key to unlocking customer value, and we are focused on increasing
engagement, understanding each customer better, and delivering content that
encourages them to visit us more frequently and for longer, making us part
of their daily lives.
The output of these efforts are data-driven revenues which are generated from
parts of the business that use data to build a relationship with our audience. For
example, by serving them content we know they will be interested in, or by helping
advertisers target their audience with, for example, more geographically relevant
ads. Today these revenues are growing and make up 45% of our digital revenues.
For more on how we’re measuring strategic progress, see our KPIs on pages
16 and 17.
Driving revenue growth
Building a culture where people thrive
Our strategy is to get to know our customers better, drawing on
behavioural insights to create a virtuous circle of value that
delivers more relevant content, a more engaging experience
and greater loyalty. This all drives sustainable, data-led revenue
for our business as we continue to strengthen our digital position.
Developing
a data-led
proposition
Delivering
the stories
that matter
Customer
Value
Strategy
Growing
through
audience
engagement
Greater loyalty
More relevant content
More engaging experience
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WHY INVEST IN REACH PLC?
Our investment case
Great content delivered at scale
The largest commercial news publisher in the UK and
Ireland, home to more than 120 trusted brands. Every
month, nearly 70% of the online UK population come
to us for news, entertainment and sport they can trust.
Customer Value Strategy
driving digital growth
Our Customer Value Strategy uses data to get to know
our customers better, drawing on behavioural insights
to create a virtuous circle that delivers more relevant
content, a more engaging experience and greater
loyalty, supporting higher-quality digital earnings.
Predictable and reliable print business
The habitual nature of newspaper consumption
means we continue to see reliable demand for our
printed products, selling over 230m copies last year,
delivering reliable revenues and profitability.
Developing our audience and
diversifying our revenue
We continue to develop and diversify our audience
across new demographics and geographies, including
our US brands. We are also diversifying our revenue
outside traditional advertising, with new revenue
streams including affiliates and ecommerce.
Strong cash generation
and robust balance sheet
Our financial model is highly profitable, with a track
record of driving efficiencies to deliver a sustainable
operating margin of 19%. The Group generates around
£107.3m adjusted operating cash and has a healthy
balance sheet with a closing cash balance of £20.8m,
and net debt of £14.2m.
Clear capital allocation framework
Well understood capital allocation framework supported
by a strong balance sheet, with a track record of paying
consistent dividends.
Long-term uncertainties resolved
Over the last two years, significant progress has been
made towards resolving two long-standing uncertainties
in pension funding and historical legal issues. With the
end of these issues in sight, financial obligations will
significantly reduce and there is now a clear path
forward for the business.
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DELIVERING VALUE
Our business model
We are transforming how we deliver value to our stakeholders, evolving and growing
our digital business while maintaining our strong foundations in print. This transition
is underpinned by the strength of our talented people and iconic brands.
Our purpose
To enlighten, empower and entertain through brilliant journalism
Driven by content
Our content covers a range of areas including news, entertainment, sport,
and much more, from lifestyle to What’s On. Providing content for a wide range
of interests and needs has helped us become part of our customers’ daily lives.
Our key strengths and resources
Our people
The talent and commitment
of our people is central to
our success as we
transform into a digital
business. We’re building
a workplace where our
people are empowered to
deliver excellence and
facilitate change.
Our audience
We have the largest audience
of any commercial news
publisher in the UK and Ireland.
Every month, 44m people come
to us, in print and online, across
our national and local titles, for
news, entertainment and sport
they can trust. We are a proudly
mainstream publisher, reaching
69% of the UK’s
online population.
Our technology
Our investment in data and
technology supports our
transformation and drives
growth. Our proprietary ad tech
platform, Mantis, is AI-powered
and offers tools to provide key
capabilities including content
recommendation, brand safety
and contextual ad targeting.
Our infrastructure
Our newspapers are produced
at our three printing sites and,
with the help of our distribution
partners, reach all corners
of the UK and Ireland. Our
newsrooms, local and national,
are increasingly integrated,
and share data, content
and expertise.
Our brands
We are home to over 120 titles in
the UK and Ireland, and now US.
Our portfolio is unique, including
iconic national titles such as the
Mirror, Express, Daily Star and
Daily Record, and local ones
which sit at the heart of their
communities, such as the
Manchester Evening News,
Liverpool Echo and
BirminghamLive.
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Delivering stakeholder value
Our people
By setting the business up for a sustainable
future we’re able to invest in the teams we
need for long-term growth.
Customers
Our data-driven strategy enables us to provide
increasingly engaging and relevant content,
strengthening our audience relationships.
Communities
We’re committed to contributing positively to the
diverse communities we serve, discussing issues
and supporting causes that matter to them.
Advertisers
Building a deeper understanding of our
customers enables us to help advertisers target
their campaigns to reach the right audiences.
Suppliers and partners
Our supply chain includes distributors,
technology providers, retailers and newsprint
suppliers. We work closely with all to ensure
fair economics.
Shareholders
We work in the interests of our shareholders
and other stakeholders by removing long-term
uncertainties and providing balanced and clear
communications for investors that set out our
prospects for growth.
Pension funds
Delivering our strategy and maximising business
performance demonstrates that Reach is being
managed responsibly and sustainably.
Government and regulators
A vibrant news sector is key to a functioning
democracy. Our transition to digital is a key part
of the sector’s future, as is the right regulation.
Our business model continued
Our transformational operating model
Reinvestment to fund growth
Print - Foundation revenue driver
Market dynamic
We sell hundreds of thousands
of copies daily. While volumes
are in decline, cover price
rises alongside loyal
demand support significant
print cash flows.
Demographics
The average age of a print
customer is 52 and this older
demographic has a high
degree of loyalty and is of high
value to advertisers.
How we generate revenue
Newspaper sales account for
approximately 55% of our total
revenue. We also generate
revenue from advertising and
printing for third parties.
Digital - Long-term revenue driver
Market dynamic
Every day our UK audience
views approx 37m pages.
Meanwhile, dominant tech
platforms continue to shape
the digital market. Our data-led
approach aims to address this.
Demographics
Our digital audience benefits
from a broad demographic.
We continue to evolve our
audience base by developing
formats and building
communities across areas
such as sport and
entertainment.
How we generate revenue
Revenue is advertising-led, sold
directly by our sales teams or
programmatically via auction
platforms. We use data to drive
higher yields, and we have also
diversified into areas like
affiliates and ecommerce.
Improving
yield
Greater
volume
Underpinned by data
Increased
audience
engagement
Larger volume
of customer
data
Additional
targeting
capabilities
More
effective
advertising
More
relevant
content
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154.6
173.9
92.1
91.9
107.3
2020 20242021 2022 2023
479.3
465.1
448.6
438.8
406.7
2020 20242021 2022 2023
118.3
148.3
149.8
127.4
130.0
2020 20242021 2022 2023
22.3
23.7
17.6
17.0
19.0
2020 20242021 2022 2023
HOW WE’RE
PERFORMING
Key performance indicators
Digital revenue growth (£m)
Adjusted operating margin (%)
Print revenue decline (£m)
Adjusted operating cash flow (£m)
Target: Year-on-year growth in digital revenue.
Why it matters to us: Growth in digital revenue is key
to demonstrating progress against our strategy, as we
become a more data-led, digital business. Our digital
revenue is predominantly driven by advertising,
although we have been diversifying our revenues into
non-advertising areas such as ecommerce and affiliates.
While the macro environment has been unhelpful, we have
benefited from the stabilisation in open market prices
and through the course of the year improved referral traffic
trends. We continue to increase the value and resilience of
our digital business by growing our data-driven revenue.
Target: Continue to grow profitability (measured by
operating margin).
Why it matters to us: Operating margin is a measure
of our profitability. We need to generate enough profit to
meet our financial obligations, and therefore we will need
to drive higher levels of profitability as we carefully manage
print decline. Over the longer term, we expect increasing
digital revenues and lower levels of required investment
in our strategy, relative to its earlier years, to support
a structurally higher operating margin.
Target: Improving year-on-year percentage decline rate.
Why it matters to us: Physical news publication sales
are in structural decline, nonetheless print still generates
three quarters of our total revenue and remains an
important revenue stream. Our team of operational print
experts continues to carefully manage the value exchange
with our readers, balancing the necessary cover price
increases with promotional activity, special one-off
products and strong levels of availability. Print revenue
continues to drive the strong cash flows which support
our digital transformation.
Target: Maintain operating cash flow to meet our financial
obligations including the pension funding, historical
legal issues, returns to investors and reinvestment into
the business.
Why it matters to us: Operating cash flow supports our
commitments to ongoing pension funding and payments
on historical legal issues, as well as investment in our
strategy and returns to shareholders. The business
is strongly cash generative due to the resilience
of our print business and efficient operating model.
2.1%
(2023: (15.0)%)
(7.3)%
(2023: (2.2)%)
£107.3M
(2023: £91.9M)
+2.0PP
(2023: (0.6)PP)
KPIs
We have six key performance indicators (KPIs) –
four financial and two non-financial. Our financial
KPIs show how we’re performing as a business.
Our non-financial KPIs demonstrate how we’re
performing against our strategy.
Financial KPIs
For our strategy and our business to succeed, we need
to grow our digital revenue and optimise our print
revenue despite the structural decline in print volumes.
Our Customer Value Strategy drives our data-driven
revenues which are higher value, and also increases
customer engagement. Across the remainder of our
digital business we have seen a stabilisation in open
market yields. These dynamics have meant our digital
business grew 2.1%. Print has continued to be resilient,
declining 7.3%. In aggregate, revenue declined 5.3%.
There remains a clear focus on necessary cost control,
and the early cost reduction work in 2024 meant that
operating costs declined by 7.6%. Together, this meant
we delivered an improved operating margin of 19%.
Operating cash flow increased by £15.4m, reflecting
the higher level of profitability and more efficient
working capital management.
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5.88
7.55
7.36
8.18
9.70
2020 20242021 2022 2023
1,685.2
1,636.4
1,696.5
1,297.5
1,116.3
2020 20242021 2022 2023
Total average page views per month (m) Revenue per 1,000 pages (£)
Target: Year-on-year growth in total page views.
Why it matters to us: Page views are a strong measure
of whether customers find our online content valuable.
As a customer views more pages, we get to know more
about them and can collect more valuable data. In 2023,
we saw some major online platforms, most notably
Facebook, deprioritise news and these actions continued
to impact page views in 2024. We are focused on securing
our audiences to better protect ourselves from future tech
platform shifts, while also increasing the amount of content
our audience consumes. We’re doing this by using data to
give customers more of the content they like to consume,
driving more engagement, and building audiences
in channels such as newsletters and WhatsApp,
which allow for a more direct relationship.
Target: Year-on-year growth.
Why it matters to us: Digital growth can come from
increased supply of advertising and/or an increased
traded price. Increasing supply, for example by increasing
the number of ad units, is becoming more challenging
due to the direct impact and trade-off with audience
experience. It’s important to understand the traded price
which is a key driver of our digital performance. There are a
few factors which drive more revenue per thousand pages.
We have insights into customers and their behaviour, which
can then be used to offer opportunities to brands to
adopt better-targeted campaigns and customer offers.
We can also drive non-advertising revenues which are not
directly related to volume, such as partnerships, affiliates
and ecommerce. These link directly to our Customer Value
Strategy, therefore we are focused on understanding how
RPM trends over time. Importantly, RPM is impacted by
changes in page views and therefore these two metrics
are connected and should be considered together.
(14)%
(2023: (24)%)
19%
(2023: 11%)
Non-financial KPIs
As our strategy progresses, we will evolve our KPIs.
The two KPIs outlined on the right measure how our
Customer Value Strategy is performing. Page views
indicate how much our audience values our content.
This measure has been adapted this year to total
page views, to better reflect our efforts to diversify
our audience across new markets. RPM or revenue per
thousand pages is a yield measure which demonstrates
the financial return from digital pages traded.
Key performance indicators continued
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Financial review
This year, we have made good progress against
our strategic objectives and delivered a financial
performance ahead of market expectations. Our
expert teams have ensured we remain focused on
driving forward our Customer Value Strategy while
controlling costs and managing our cash position.
Our Customer Value Strategy and the strong trading
of our digital assets have increased the portion of
data-driven revenues. These revenues are higher
yielding and grew 6.8% year-on-year. This revenue
growth was supported by the continued diversification
of our revenue streams into areas such as affiliates and
ecommerce. Over the course of 2024 we have seen two
material headwinds ease, which has benefited our more
volume-dependent revenues. Firstly, open market prices
for our programmatic advertising have stabilised after
a long period of decline. Secondly, through the use of
data, in the final quarter of 2024 we started to grow
our audience and page views, following the referrers’
well-publicised deprioritisation of news.
As a result, positive trading momentum returned
to our digital business, driving growth of £2.6m or
2.1% to £130.0m (2023: £127.4m). Revenue per thousand
pages (RPM) across our digital estate increased by 19%.
The business’s Black Friday trading period benefited
from seasonally skewed activities such as the OK!
Beauty Box advent calendar and affiliates.
Operational expertise
In print, we have a highly skilled team with decades of
operational expertise which allows us to optimise our
business to deliver revenue of £406.7m (2023: £438.8m).
The teams achieve this through data, supporting our
titles with market leading promotional deals, additional
pagination and standalone supplements, as well as
maintaining high levels of availability. The team carefully
manages the value exchange between our readership
and the increasing cover prices, which is needed to
offset the steady 17% year-on-year decline in volumes.
Together, this means circulation, which represents
55% of our revenues, declined 4.5% to £298.5m
(2023: £312.5m), and print advertising declined by
£11.2m or 14.6%, which is well ahead of the volume
decline. The print advertising performance
demonstrates how valuable this advertising
format remains to many of our partners.
Strong track record of cost
and cash management
We have a strong track record of cost management
and driving responsible efficiencies. This is an important
dynamic, as cost savings are required to bridge the
current gap between the decline in print and the growth
in digital, to position the business for the long term.
At the end of 2023, we made the decision to restructure
our business so that we could deliver our cost-saving
target to reduce total adjusted operating costs by 5-6%.
The cost reduction programme meant that headcount
reduced by 13% year-on-year. This large-scale
programme enabled changes in how we allocated
and operated our editorial resource. A significant step
has been the creation of the Content Hub, a brand-
agnostic central pool of digital content specialists
to improve overall levels of productivity and support
journalists in enhancing their offering to our readership.
Newsprint costs have also been expertly managed. On a
like-for-like basis these costs declined 28%, well in excess
of our Group's 17% volume decline, helped by a further
unwinding of inflationary pressures. The teams have
been prudent in extending contracts to create more
stability in our cost base in 2025. In 2024, we delivered
operational cost savings of 6.5% on a like-for-like basis
and an improved operating margin of 19% (2023: 17%).
We continued to manage our cash efficiently with cash
conversion strong at 105%, supported by net adjusted
working capital inflows. This, along with the three
property disposals (net proceeds from property
disposals: £14.6m) meant we closed the year with net
debt of £14.2m (2023: £10.1m). The £4.4m working capital
includes material timing differences which we expect to
reverse during the first half of 2025. Pension scheme
contributions during the year were £59.2m (excluding
£3.3m paid into escrow and restricted bank accounts),
historical legal issue claim settlements totalled £9.1m
and we incurred £16.5m of cash restructuring payments.
Together these non-operating cash outflows amount
to £84.8m.
FINANCIAL
REVIEW
Darren Fisher
Chief Financial
Officer
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Financial review continued
During the year we continued to invest to fund the development of our US operations,
as well as our ecommerce platform Yimbly and our proprietary ad tech platform,
Mantis. We have also been investing in our new platform which improves the audience
experience and this will be rolled out across the majority of our sites during 2025.
Longer-term considerations underpinned by robust balance sheet
Our high levels of cash generation are used to meet our financial obligations and
provide returns to our shareholders. During 2025, along with our usual pension scheme
contributions, we will also need to fund a one-off payment of c.£5m to the West Ferry
Printers Pension Scheme to correct a historical procedural issue relating to Barber
Window equalisation which we inherited on the 2018 acquisition of Express Newspapers.
It is important to highlight that this is separate to the triennial pension valuations and
funding arrangements, which remain unchanged. These provide a clear view of our
future pension commitments which will materially step down from the current rate
of £59.2m in 2024 to around £15m in 2028. In terms of our historical legal issues, the
estimated cost of resolving these is unchanged, with a remaining provision of £9.1m
at the end of 2024. This is expected to be fully utilised during 2025 and into 2026.
The Group has a robust balance sheet with a closing net debt of £14.2m (inclusive
of £2.4m restricted cash) with £35.0m drawn down on our revolving credit facility.
During the year we completed the refinancing of our banking facilities, increasing
the Group’s revolving credit facility to £145.0m and extending the term until
December 2028 (with a one-year extension option until December 2029).
2025 outlook
Print represents three quarters of Group revenues and underpins both the profitability
and cash generation of the Group. Our operational experts will continue to manage
the decline in volumes to ensure we deliver a robust circulation and print advertising
performance. This enables the Group to meet its financial commitments and continue
our digital transformation.
The changes to national insurance contributions increases our labour costs by
approximately 2% on an annualised basis. The broader impact of these policy changes
on the macro environment including consumer sentiment and discretionary spend
such as advertising is less clear.
During the year, we expect to reduce total adjusted operating costs by 4-5%.
These savings will be driven by improved organisational efficiency, lower newsprint
volumes and lower general input costs.
Summary income statement
The results have been prepared for the year ended 31 December 2024.
The comparative period has been prepared for the 53-week period ended
31 December 2023. The additional week in 2023 contributed £6.2m of revenue
and £0.8m of operating profit, and the table illustrating the LFL (like-for-like)
performance is shown on page 22.
Adjusted
2024
£m
Adjusted
2023
£m
YOY
change
%
Statutory
2024
£m
Statutory
2023
£m
YOY
change
%
Revenue 538.6 568.6 (5.3) 538.6 568.6 (5.3)
Costs (439.1) (475.0) (7.6) (465.9) (523.9) (11.1)
Associates 2.8 2.9 (3.4) 1.5 1.4 4.6
Operating profit 102.3 96.5 6.0 74.2 46.1 61.0
Finance costs (5.1) (3.5) 45.6 (11.4) (9.4) 21.4
Profit before tax 97.2 93.0 4.5 62.8 36.7 71.2
Tax charge (17.5) (24.6) (28.9) (9.2) (15.2) (39.5)
Profit after tax 79.7 68.4 16.5 53.6 21.5 149.8
Earnings per share – basic (p) 25.3 21.8 16.1 17.0 6.8 150.0
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Financial review continued
Group revenue declined by £30.0m or 5.3% to £538.6m, with print decline of 7.3% and
digital growth of 2.1%.
Adjusted costs decreased by £35.9m or 7.6% to £439.1m, more than offsetting the
decline in revenue. The decline in costs was driven by the reduction in circulation
volumes, and the continued unwinding of some of 2022 newsprint cost inflation
alongside the cost reduction programmes. Statutory costs were lower by £58.0m
or 11.1%, due to lower operating costs and lower operating adjusted items, £26.8m
in 2024 versus £48.9m in 2023.
Adjusted operating profit increased by £5.8m or 6.0% to £102.3m, driven by the cost
savings. The adjusted operating margin of 19.0% in 2024 compares to 17.0% for 2023.
Statutory operating profit increased by £28.1m or 61.0%, primarily due to the decrease in
operating adjusted items disclosed in the adjusted operating items table on page 21.
Adjusted earnings per share increased by 3.5p or 16.1% to 25.3p. Statutory earnings per
share increased by 10.2p to 17.0p, principally due to the increase in operating profit.
Revenue
2024
£m
2023
£m YOY change %
Digital 130.0 127.4 2.1
Print 406.7 438.8 (7.3)
Circulation 298.5 312.5 (4.5)
Advertising 65.4 76.6 (14.6)
Printing 17.3 20.2 (14.5)
Other 25.5 29.5 (13.1)
Other 1.9 2.4 (23.9)
Total revenue 538.6 568.6 (5.3)
Revenue declined overall by £30.0m or 5.3%.
Digital revenue increased by 2.1% to £130.0m (2023: 15.0% decrease). Revenue has
returned to growth as our strategically driven or ‘data-led’ revenues, which are more
resilient and higher yielding, continued to perform robustly. We have also seen a better
performance across the rest of our digital business where revenues are more volume
sensitive. After periods of decline, open market prices for mass-scale advertising have
stabilised. Similarly, following the deprioritisation of news by the dominant tech firms,
referral traffic has also stabilised. While page views declined 14% over 2024, momentum
improved over the period and was in growth over quarter four. Our strategy has
allowed us to trade our digital assets more effectively and provide our advertisers with
more valuable data. Data-driven revenues were £59.1m, an increase of 6.8%, and now
represent 45% of digital revenue (2023: 43%).
Print revenue decreased by £32.1m or 7.3% (2023: £438.8m). Circulation revenue
declined 4.5%, 3.0% on a LFL basis (2023: £312.5m), with an average 15% increase
in cover prices offsetting the ongoing decline in circulation volumes.
Print advertising revenue declined by £11.2m or 14.6% (2023: decreased 11.9%).
On a like-for-like basis this represents a 13.5% decline, which is a solid performance
as these trends outperformed the 17% decline in print volumes. During the year,
the strongest performing sectors for print advertising included retail, entertainment
and the Government.
Print revenue also includes external or third-party printing revenues and other
print-related revenues, which decreased by £6.8m or 13.7% (2023: decreased 8.0%).
These revenues are largely contracted on a cost-plus basis, and reflect the external
market demand for print.
Costs
2024
Adjusted
£m
2023
Adjusted
£m
YOY
change
%
2024
Statutory
£m
2023
Statutory
£m
YOY
change
%
Labour (216.0) (223.0) (3.2) (216.0) (223.0) (3.2)
Newsprint (42.2) (59.5) (29.1) (42.2) (59.5) (29.1)
Depreciation and
amortisation (19.6) (21.6) (9.4) (19.6) (21.6) (9.4)
Production and sales-related
costs (62.0) (68.0) (8.9) (62.0) (68.0) (8.9)
Other (99.3) (102.9) (3.4) (126.1) (151.8) (16.9)
Total costs (439.1) (475.0) (7.6) (465.9) (523.9) (11.1)
Adjusted costs of £439.1m (2023: £475.0m) decreased by £35.9m or 7.6%.
On a like-for-like basis, adjusted costs declined by 6.5%. Labour costs decreased 3.2%
as we implemented our 2023 restructuring and efficiency programme in early 2024,
with headcount falling by 13% over the year. Newsprint costs reduced from lower
volumes and the continued unwinding of newsprint cost inflation.
Statutory costs were lower by £58.0m or 11.1%, due to lower operating costs and
operating adjusted items which were £22.1m lower (£26.8m in 2024 compared
to £48.9m in 2023).
20
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Financial review continued
Operating adjusted items included in statutory costs above related to the following:
Statutory
2024
£m
Statutory
2023
£m
Provision for historical legal issues - 20.2
Restructuring charges in respect of cost reduction
measures (8.0) (26.9)
Pension administrative expenses and past service costs (9.7) (5.5)
Property-related items 1.1 (8.0)
Other items (10.2) (9.3)
Impairment of sublease - (19.4)
Operating adjusted items in statutory costs (26.8) (48.9)
The Group estimates for historical legal issues are unchanged, however the timetable
for payment of these costs is likely to extend into 2026. As a result, there is no change
in the provision for historical legal issues relating to the cost associated with dealing
with and resolving civil claims in relation to historical phone hacking and unlawful
information gathering (2023: £20.2m decrease).
Restructuring charges of £8.0m (2023: £26.9m) principally relate to in-year cost
management actions taken in the period.
Pension costs of £9.7m (2023: £5.5m) comprise external pension administrative
expenses alongside the additional one-off past service cost within the West Ferry
Printers Pensions Scheme which we expect to be paid during 2025.
Property-related items comprise the profit on sale of assets (£5.5m) less vacant
freehold property-related costs (£1.5m), onerous lease and related costs (£2.8m)
and impairment of vacant freehold property (£0.1m). In 2023, property-related items
related to the impairment of vacant freehold property (£4.3m), vacant freehold
property-related costs (£1.4m) and onerous lease and related costs (£2.6m) less
the profit on sale of assets (£0.3m).
Other adjusted items comprise adviser costs in relation to the defined benefit pension
schemes (£6.1m); the Group’s legal fees in respect of historical legal issues (£1.0m);
internal pension administrative expenses (£0.5m); corporate simplification costs
(£0.5m); and other restructuring-related project costs (£2.1m). In 2023, other adjusted
items comprised the Group’s legal fees in respect of historical legal issues (£5.3m);
adviser costs in relation to the defined benefit pension schemes (£2.5m); internal
pension administrative expenses (£0.6m); corporate simplification costs (£0.5m);
and other restructuring-related project costs (£0.7m) less a reduction in National
Insurance costs relating to share awards (£0.3m).
The impairment of a sublease during 2023 represented the £10.8m impairment of a
finance lease receivable along with the subsequent recognition of onerous costs of
£8.6m of the vacant site following the sub-lessee entering administration during the
prior year.
Adjusted operating profit of £102.3m was an increase of £5.8m or 6.0%, reflecting
the decline in revenue of £30.0m or 5.3%, mitigated by a £35.9m or 7.6% decrease
in adjusted operating costs. This meant that the adjusted operating margin
increased by 2.0 percentage points from 17.0% in 2023 to 19.0% in 2024.
The net cost saving of £35.9m was driven mainly from efficiencies. A majority of these
related to labour costs which were lower following the cost reduction programmes, with
the balance coming from other operational costs, primarily newsprint. Investments were
made into our US operations, our ecommerce market place Yimbly, our proprietary ad
tech platform, Mantis, and the new website platform for our digital publications.
Adjusted operating profit bridge
£13m
£35m
£(11)m
£(2)m
£(30)m
£97m
£102m
£5m
FY23 Revenue
mix
Inflation
& volume
Efficiencies Investment Other FY24
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Financial review continued
Reconciliation of statutory to adjusted results
Statutory
results
£m
Operating
adjusted
items
£m
Adjusted
interest
£m
Pension
finance
charge
£m
Adjusted
results
£m
Revenue 538.6 - - - 538.6
Operating profit 74.2 28.1 - - 102.3
Profit before tax 62.8 28.1 2.9 3.4 97.2
Profit after tax 53.6 21.4 2.2 2.5 79.7
Basic earnings per share (p) 17.0 6.8 0.7 0.8 25.3
The Group excludes adjusted operating items and the pension finance charge from
the adjusted results. Adjusted items relate to costs or income that derive from events
or transactions that fall within the normal activities of the Group, but are excluded from
the Group’s adjusted profit measures, individually or, if of a similar type in aggregate,
due to their size and/or nature in order to better reflect management’s view of the
performance of the Group.
Items are adjusted on the basis that they distort the underlying performance of the
business where they relate to material items that can recur (including impairment,
restructuring, tax rate changes and profit or loss on the sale of freehold buildings)
or relate to historical liabilities (including historical legal and contractual issues,
and defined benefit pension schemes which are all closed to future accrual).
Other items may be included in adjusted items if they are not expected to recur
in future years, such as property rationalisation and items such as transaction
and restructuring costs incurred on acquisitions or the profit or loss on the sale
of subsidiaries or associates.
Management excludes these from the results that it uses to manage the business
and on which bonuses are based to reflect the underlying performance of the
business and believes that the adjusted results, presented alongside the statutory
results, provide users with additional useful information. Further details on the items
excluded from the adjusted results are set out in note 34.
Like-for-like comparison
vs 53 week
FY 2024
YOY
%
LFL vs 52 week
FY 2024
YOY
%
Digital 2.1 2.3
Print (7.3) (6.0)
Circulation (4.5) (3.0)
Advertising (14.6) (13.5)
Group revenue (5.3) (4.2)
Adjusted operating costs YOY decline % (7.6) (6.5)
The 2024 results have been prepared on a calendar basis, for the 12-month period
ended 31 December 2024. The comparative period, the 2023 results, has been
prepared for the 53 weeks ended 31 December 2023. The revenue and costs have
been adjusted to show the numbers on a 52-week like-for-like basis. The additional
week added £6.2m to revenue and £0.8m to operating profit.
Balance sheet and cash flows
Historical legal issues provision
The historical legal issues provision relates to the cost associated with dealing
with and resolving civil claims in relation to historical phone hacking and unlawful
information gathering. Payments of £9.1m have been made during the year. At the
year end, a provision of £9.1m remains outstanding and this represents the current best
estimate of the amount required to resolve this historical matter. Further details relating
to the nature of the liability, the calculation basis and the expected timing of payments
are set out in note 27.
Decrease in accounting pension deficit
The IAS 19 pension deficit (net of deferred tax) in respect of the Group's defined benefit
pension schemes decreased by £43.1m from £77.1m at 2023 to £34.0m at the year end.
The decrease in the deficit is primarily driven by the Group contributions. The
favourable effect of the increase in discount rate and change in demographic
assumptions during the year were fully mitigated by adverse investment returns.
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Group contributions in respect of the defined benefit schemes in 2024 were £59.2m
(2023: £60.0m). Contributions in 2025 are expected to be £55.7m under the current
schedule of contributions. This excludes the c.£5m one-off payment to West Ferry
Printers Pension Scheme. Also, an additional £5.5m is to be transferred to secure bank
and escrow accounts during the year for two of the schemes which is recognised
in our Consolidated Balance Sheet, and which may be transferred to the
corresponding Schemes at a later date, depending on their funding status.
Profit to cash measure
This ratio is a measure of our effectiveness at working capital management.
It is calculated as our adjusted operating cash flow as a proportion of adjusted
operating profit.
2024
£m
2023
£m
Adjusted operating profit 102.3 96.5
Depreciation and amortisation 19.6 21.6
Adjusted EBITDA 121.9 118.1
Working capital movements 4.4 (3.9)
Other 2.9 1.3
Associates (2.8) (2.9)
Adjusted cash generated from operations 126.4 112.6
Lease payments (7.3) (5.3)
Capital expenditure (11.8) (15.4)
Adjusted operating cash flow 107.3 91.9
Profit to cash ratio 105% 95%
During the year, adjusted operating profit was £102.3m (2023: £96.5m) and the adjusted
operating cash inflow was £107.3m (2023: £91.9m) with a profit to cash ratio of 105%
reflecting efficient ongoing cash management. Adjusted working capital improved
year on year, predominantly from timing differences on receipts and payments.
Uses for cash
The table below shows how the Group is using the cash generated from operations
to meet its financial obligations. Adjusted cash generated from operations is
adjusted operating cash flow excluding the impact of net lease payments and
capital expenditure.
2024
£m
2023
£m
Adjusted cash generated from operations 126.4 112.6
Pension payments to schemes (59.2) (60.0)
Pension payments into escrow (1.9) -
Historical legal issues (9.1) (4.6)
Restructuring (16.5) (18.8)
Capital expenditure (11.8) (15.4)
Proceeds from disposal of property 14.6 -
Final payment on acquisition - (7.0)
Other (23.4) (19.2)
Cash flow before returns to shareholders 19.1 (12.4)
Dividends paid (23.2) (23.1)
Cash flow after returns to shareholders (4.1) (35.5)
Net debt (14.2) (10.1)
Material uses for cash include pension contributions totalling £59.2m (2023: £60.0m)
and restructuring payments of £16.5m (2023: £18.8m) which mainly relate to the 2023
cost reduction programmes. Other comprises professional fees in respect of historical
legal issues and adviser costs in relation to the defined benefit pension schemes of
£4.2m (2023: £7.8m), net lease payments of £7.3m (2023: £5.3m), interest paid on
borrowings and refinancing fees of £3.9m (2023: £3.1m) and other movements
which account for the balance of cash flows.
The Group paid a dividend in the period of £23.2m (2023: £23.1m).
23
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Financial review continued
Cash balances
Net debt at the year end is £14.2m, inclusive of £2.4m restricted cash, from £10.1m at the
end of 2023. The Group has £35.0m drawn down on its revolving credit facility, with the
overall total cash position of £20.8m at the year end. The Group has refinanced its
banking facilities and has a revolving credit facility of £145.0m, in place to December
2028 with an option to extend to 2029.
Cash generated from operations on a statutory basis was £89.5m (2023: £76.4m).
The Group presents an adjusted cash flow which reconciles the adjusted operating
profit to the net change in cash and cash equivalents, which is set out in note 35.
A reconciliation between the statutory and the adjusted cash flow is set out in note 36.
The adjusted operating cash flow was £107.3m (2023: £91.9m).
Dividends
On 2 May 2024, the final dividend proposed for 2023 of 4.46 pence per share was
approved by shareholders at the Annual General Meeting and was paid on 31 May 2024.
An interim dividend for 2024 of 2.88 pence per share was paid on 20 September 2024
(2023: 2.88 pence per share).
The Board proposes a final dividend of 4.46 pence per share for 2024 (2023: 4.46
pence). The final dividend, which is subject to approval by shareholders at the Annual
General Meeting on 1 May 2025, will be paid on 30 May 2025 to shareholders on the
register at 2 May 2025. The Board has considered all investment requirements and
its funding commitments to the defined benefit pension schemes.
Current trading and outlook
We remain focused on delivering our Customer Value Strategy, optimising our print
assets, controlling our costs and managing our cash to continue building a more
sustainable business for the future. We remain alive to the uncertain macro
environment and dynamic media backdrop. Despite this we continue to expect
digital growth, along with a reduction on adjusted operating costs of 4-5%.
Our financial commitments for the year ahead are similar to 2024 notwithstanding
an additional £5m payment to the West Ferry Printers Pension Scheme, with the
remaining pensions contributions, expectations for historical legal issues and
capital expenditure unchanged.
Trading performance across the first two months of 2025 has been encouraging,
supported by growing audience numbers. The Group is confident of delivering in
line with current market expectations for the full year.
Darren Fisher
Chief Financial Officer
4 March 2025
24
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Responsible business overview
We aim to act with integrity at all times – not just
because we have a responsibility to stakeholders, but
because it’s the right thing to do. In 2024, we continued
to embed our formal framework to guide our approach
to responsibility and sustainability. We particularly
focused on progressing our environmental data,
supporting our path to net zero.
We remain committed to challenging and improving
the standard of our reporting, making sure we stay
focused on the issues that matter to our stakeholders.
Through 2024, the Sustainability Committee continued
to regularly receive updates under this framework and
has agreed to continue using this in 2025, in order to
reflect ESG challenges and opportunities affecting
Reach and our stakeholders. We will keep the relevance
and importance of these issues under continuous
review throughout the coming year.
A RESPONSIBLE, SUSTAINABLE BUSINESS
O
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Our responsibilities…
Material issues
• sustainability
governance
and management;
• privacy and security;
• political considerations;
• the supply chain (shared);
• human rights;
• labour rights; and
• health and safety.
Material issues
• maintaining
independent journalism,
campaigning and the
role of a free press in
society;
• product stewardship;
• fair and ethical conduct;
• innovation; and
• making a wider
economic contribution.
Material issues
• GHG emissions;
• energy and climate
change;
• waste;
• biodiversity;
• other emissions, effluents
and pollution;
• water;
• the supply chain; and
• speaking up for
environmental issues in
our editorial content.
See page 36
See page 26 See page 30
Material issues
• supporting diversity
and inclusion;
• attracting, developing
and retaining talent; and
• supporting a positive
culture and wellbeing.
See page 33
O
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25Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Responsible business continued
Creating trusted, quality content
CREATING TRUSTED,
QUALITY CONTENT
We stand up for truth with
our trusted, quality content
At a time when disinformation poses a risk to both the industry
and our wider society, our titles have an important role to play
in providing trusted and quality content. Last summer’s disorder
following the Southport attacks has shown the consequences
of disinformation spreading rapidly on social media. We and our
titles stand against this as we campaign and lobby on behalf
of communities.
Our titles connect people and communities across the UK, Ireland,
US and other countries around the world. We have a responsibility
to our audiences to deliver accurate, independent journalism
everybody can trust and cover the issues that matter most to them.
Relevant UN SDGs
Express Health Editor visiting minefields in
Kharkiv, eastern Ukraine, with The Halo Trust
26
Reach plc Annual Report 2024
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Responsible business continued
Creating trusted, quality content
Editorial freedom
Reach is home to many brands that differ in audience
and political ideology but which are all built on the
principles of freedom of speech and editorial
independence. We welcome lawful expression from
different perspectives, without exclusion. With no
single title or contributor representing Reach as a
whole, we are greater than the sum of our parts.
Regulated by IPSO
While we believe in holding ourselves to high standards,
we’re also an active member of IPSO, which acts as
an independent regulator across many UK titles and
enforces the Editors’ Code of Practice. As we say in
our annual statement to IPSO, we have ‘no appetite
for behaviours or decisions that knowingly lead
to the publication of inaccurate, misleading
or distorted information’.
In 2024, IPSO notified us of the outcomes in respect of 35
complaints, some of which were received in previous
years. Eight of these complaints have been upheld by
IPSO with the requirement to publish a full adjudication
or correction, and in 12 cases it deemed that sufficient
remedial action (SRA) had been taken. 15 complaints
were not upheld and 56 were resolved during the
referral period.
Fighting against disinformation
During the General Election period, and led by our Online
Safety Editor Dr Rebecca Whittington, we ran a public-
facing digital literacy campaign across Reach titles
through websites, social platforms and in print.
This raised awareness of how to verify genuine
news sources and how to spot disinformation
dressed as news.
Legal and ethics standards
We provide regular legal and ethics training
programmes to all editorial colleagues.
Our legal induction and refresher programme touches
on all elements of media law, with modules on IPSO
and the Editors’ Code as well as our own required
editorial standards. Editorial colleagues are required
to complete this programme every two years.
A refresher module on all aspects of IPSO and the
Editors’ Code also forms part of our annual mandatory
compliance training programme for all editorial
employees.
All editorial employees are sent regular legal bulletins
highlighting issues and updates; reading is mandatory
and timely compliance is monitored.
Editorial inclusion
In 2024, we widened membership of our monthly
Editorial Inclusion Board (EIB) to all national and regional
titles, with a focus on increasing our diversity of talent
and representation in our content. The Belonging Project,
in its third year, has continued making our journalism
more representative of the diverse communities served
by our brands. For more on making our editorial teams
more diverse, see page 34.
OUR APPROACH TO AI
Along with the rest of the industry and the wider
world, we have been exploring ways of using AI to
support our work, in particular how we use these
tools to make some routine tasks quicker. We
estimate that we have doubled the speed at
which an average story can be uploaded to our
Content Management System. In 2024, journalists
using AI tools supported 1.8bn page views, with
useful areas including repurposing content for
different audiences, for example regionalising
a weather bulletin for different local areas.
We continue to test a number of AI opportunities
to support both our editorial teams and the wider
business. We uphold the principle that everything we
publish must be approved by a journalist, whatever
tools they have used to support their work.
We remain alive to the risks, particularly in terms
of protecting our Intellectual Property (IP) and the
impact of AI overviews on search referrals.
27
Reach plc Annual Report 2024
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ON BEHALF
OF OTHERS
From national to local, our journalists produce
work that matters to society and to the
communities they serve. Our titles understand
the responsibility they have to give a voice to
those who need it most, and to have a positive
impact through high-quality, passionate
journalism capable of delivering real change.
CAMPAIGNING
Responsible business continued
Creating trusted, quality content
The Daily Express campaign on the Assisted Dying Bill
In late November, MPs voted in favour of the proposed Assisted Dying
Bill following three years of powerful campaigning by the Express. The
‘Give Us Our Last Rights’ campaign was at the forefront of pressing
for a change in the law to allow dying people medical
assistance to end their lives with dignity.
In collaboration with Dame Esther
Rantzen and the charity Dignity in
Dying, a petition was launched in
January. Through several powerful
interviews with Esther Rantzen, the
Express rallied support and by April had
secured 200,000 signatures, triggering a
parliamentary debate. In November the
team achieved a historic result with
Parliament’s yes vote.
The Mirror’s Dentists
for All campaign
In January, the Mirror launched a campaign
to save NHS dentistry after it revealed a crisis
where more than 100,000 children had been
taken to hospital with rotten teeth over five
years, and 40% of children no longer have
regular NHS check-ups. The campaign has
three main demands: everyone should have
access to an NHS dentist; restore funding for
dental services and recruit more NHS dentists;
and change NHS dentists’ contracts to ensure
dentists treat on the basis of patient need.
The Mirror has launched a petition to the
Government to take action, in partnership with
the British Dental Association and the Women’s
Institute. They continue to make the case for
change through compelling reporting on the
consequences of poor care, from the millions
unable to get appointments to the children in
so much pain they cannot eat.Campaigners at Westminster for the Dignity in Dying vote
28
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The Liverpool Echo supports calls
for a Hillsborough Law
The Liverpool Echo has long supported the families of
Liverpool fans who died at Hillsborough in 1989, and was
a key voice in the campaign for a Hillsborough Law which
the new Labour Government has committed to delivering.
After the Conservative Government opposed the
introduction of the law in December 2023, the Echo
repeatedly pressed the Labour Party and its leader,
Sir Keir Starmer, for more lasting change.
He committed to deliver the measures
and the Echo team celebrated
a victory when the
promise was honoured in
September’s King’s Speech.
The new law will prevent
‘cover-ups’ by creating a
legal duty of candour on public
authorities to tell the truth and
proactively co-operate with
official investigations and inquiries.
The Bristol Post campaigns
to end knife crime in the city
In March, the Bristol Post and BristolLive
launched a powerful campaign to end
the devastating impact of knife crime.
The ‘Together for Change’ campaign is
a partnership with community leaders,
organisations and other media outlets in
Bristol, and has the support of police and the
local authority. In September, a task force
met to agree how to tackle the campaign’s six
goals, with BristolLive taking the lead on looking
at how youth centre provision around the
city can be improved to help avoid the social
exclusion that can lead to knife crime. BristolLive
is also developing ongoing content to highlight
the cost of knife crime in the city.
The Manchester Evening News
helps deliver Martyn’s Law
This year’s King’s Speech also delivered
the long-awaited confirmation of
Martyn’s Law, a campaign backed by the
Manchester Evening News for many years.
Named after Martyn Hett, a victim of
the 2017 Manchester Arena terror attack,
the law will require many public venues
to scale up their preparedness against
attacks and bring in new measures
to help keep people safe.
In 2019, the M.E.N. urged readers to sign a
petition by Martyn’s mother, Figen Murray,
and backed her tireless six-year
campaign for new laws. In May 2024,
Figen met with Rishi Sunak, who failed
on his promise to pass Martyn’s Law that
summer. Sir Keir Starmer, who met Figen
Murray at the M.E.N.’s offices in January
2024, personally promised that he
would bring Martyn’s law into force.
BirminghamLive exposes the
city’s child poverty
emergency
In September, BirminghamLive and the
Birmingham Mail launched a campaign
demanding change to tackle child
poverty, after revealing its startling
rise in the city. A new report by
BirminghamLive alongside Reach's
data unit highlights the impact on
housing, health, crime and more.
Responsible business continued
Creating trusted, quality content
Keir Starmer visits the M.E.N.'s
offices to meet Figen Murray
29
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Responsible business continued
Operating with integrity
OPERATING
WITH INTEGRITY
A proactive approach
We’re committed to acting ethically and with integrity in everything we
do, from how we source, report and disseminate our journalism, to
how we run our business and treat our people. By upholding these
standards, and meeting those set by regulators and expected by
wider society, we’re able to support our journalists and those our
journalism empowers in holding authority to account.
In recent years, we have continuously formalised our approach to key
policies and practices for all our employees, as detailed in this section.
We also have a number of training processes geared specifically
around our editorial teams – see page 27.
Relevant UN SDGs
30
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Responsible business continued
Operating with integrity
Improving ethical standards online
As we move more of our business online, our
responsibility to our customers and advertisers
is greater than ever.
Our proprietary ad tech platform, Mantis, has brand
safety features which ensure our clients’ ads only
appear in appropriate environments, providing 100%
accuracy and a faster safety categorisation, compared
to traditional blocklist methods.
Reach belongs to several industry bodies and is an
active member of the News Media Association (NMA).
We comply with the Advertising Standards Authority’s
(ASA) Code for Non-broadcast Advertising and are
members of The Trust Project. Reach is also a Board
Member partner of the Internet Advertising Bureau
and a member of the News Media Coalition.
Protecting our customers and their data
We have procedures and mandatory training to
manage personal data and maintain cyber security in
line with regulation in the countries where we operate,
namely the UK General Data Protection Regulation
(GDPR), the Data Protection Act (DPA) and US State and
Federal laws including the California Consumer Privacy
Act, the Virginia Consumer Data Protection Act and
Texas Data Privacy and Security Act. Our security
policies and incident response procedures are
regularly tested up to and including executive level.
Data protection principles
We have developed a core set of fundamental
principles to further embed a culture of data trust
and integrity across every area of the business in all
countries we operate in. These principles inform our
approach and ensure we act with integrity when
dealing with customers’ data. These principles include:
• we only collect, store and process personal data that
is relevant and necessary for the purpose for which
it was collected;
• we communicate openly with individuals on how
and why their data is being processed, and have
appropriate policies, practices and training in place
for the safe handling, storage, sharing, retention and
deletion of the personal data we process; and
• we take appropriate technical and organisational
security measures to protect personal data
throughout its data lifecycle, and require the same
standards from our third-party service providers.
Alongside our Data Protection Policies and controls,
our data protection team supports overall compliance,
working closely with teams across the business. The data
protection team also leads on personal data incident
management and timely data subject rights compliance,
for which we have comprehensive procedures.
Key policies, principles and practices
We take a strong stand on areas such as anti-bribery,
anti-corruption, anti-slavery and discrimination. Further
information regarding our policies is available to read
on our website.
Anti-bribery and anti-corruption
• we comply with relevant anti-bribery and anti-
corruption laws, and have an anti-bribery policy
and compulsory e-learning module on anti-bribery
and anti-corruption for all employees; and
• we require our suppliers, contractors and business
partners to comply with the law and include
mandatory warranties on anti-bribery and
anti-corruption in our contracts to support this.
Anti-slavery
• our anti-slavery policy, in accordance with the
Modern Slavery Act 2015, sets out our zero-tolerance
approach to slavery, child labour, bribery and
corruption – and indicates to employees what
slavery, servitude, forced or compulsory labour and
human trafficking might look like. It applies to all our
employees and anybody who works on our behalf.
Code of conduct and discrimination
• our Code of Conduct makes it clear we won’t
accept discrimination of any kind – including
against gender, race, disability, sexuality, religion or
age – in line with the law. To reduce the likelihood of
discrimination taking place, we communicate policies
and make them available to all employees, promote
awareness when we recruit and train our managers
in inclusive hiring.
Disciplinary and grievance processes
• every Reach employee has the right to be heard and
the right to a fair hearing; they can also seek advice
through our Employee Assistance Programme (EAP).
Inside information
• as Reach is a listed company, we have an established
Inside Information policy, which is approved by the
Board and ensures our employees are aware of our
obligations under the Listing Rules and the Market
Abuse Regulation.
Whistleblowing
• our Speak Up policy, which is reviewed by the
Audit & Risk Committee, and a confidential,
independent whistleblowing line promoted
on our intranet, enable all employees to report
concerns about the integrity of the business
or breaches of our policies without fear
of criticism or discrimination.
Our employees complete compliance courses relating
to many of our policies and practices, plus courses
including cyber security, editorial policy and corporate
criminal offences. We aim for 100% of employees to
complete courses relevant to their role. In 2024, we saw
a 98.6% completion rate, with leavers and long-term
absences mainly accounting for the remainder.
31
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Our Human Rights principles:
• we issue clear contracts of employment, make
sure working hours are well within the Working
Time Directive maximum thresholds, and commit
to never forcing our people to opt out of working
time regulations;
• we pay employees for the work they do and provide
holidays and rest periods in line with regulations;
• we monitor holiday usage with our leave and time
management process, and regularly encourage
colleagues, directly and via managers, to take their
full entitlement; and
• we pay above the national minimum wage, and
never subject anyone to forced labour.
Working together to achieve a safe
working environment
Reach is a dynamic organisation with two key
operations: Reach Publishing, which covers
newsgathering and commercial activities,
and Reach Printing Services.
Our commitment to health and safety was recognised
in 2024 when both Health & Safety teams achieved the
RoSPA Order of Distinction Award – the 20
th
consecutive
Gold for Reach plc.
In 2024, we continued our single certification for the ISO
standards across Reach Printing Services, with all sites
certified to ISO 9001 (Quality Management), ISO 14001
(Environmental Management) and ISO 45001
(Occupational Health and Safety).
To reflect the realities of safety in the internet age,
we have put in place a dedicated Online Safety Editor
who works closely with the security team and health
and safety. For more on online safety, see page 35.
2024 highlights
This year, we’ve continued to gather the latest news
stories across the globe, from reporting from war zones
in Ukraine and the Middle East to following royal tours
around the world. In 2024, our Health & Safety
professionals used our in-depth risk assessment
process to provide concise information that enabled
our people to work safely in challenging situations,
such as the riots in the UK and challenging reporting
situations overseas.
Our events safety team collaborated closely with our
events staff to execute two successful and safe national
events: the Pride of Scotland and Pride of Britain events
in 2024.
Health and safety performance in 2024
In 2024, information on three accidents reportable
according to Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations 2013 (RIDDOR)
was passed to the Health and Safety Executive – a
decrease of one from 2023’s data.
We investigated each event and acted accordingly.
All three were reported under the ‘over-seven-day
incapacitation’ requirement. This is when an employee
is off work or not able to perform their normal duties for
seven days or more as a result of a workplace accident.
Reportable accidents under RIDDOR
2019 2020 2021 2022 2023 2024
RIDDOR events per year 2 1 3 3 4 3
Health and safety enforcement activity
No health and safety enforcement action was taken
against Reach in 2024.
Responsible business continued
Operating with integrity
Our section 172 statement can be found on pages 70 to 73. It sets out how the Board has, in performing its
duties over the course of the year, considered the matters set out in section 172 of the Companies Act 2006,
alongside examples of how each of our key stakeholders has been considered and engaged.
We report against the Sustainability Accounting Standards Board (SASB) framework on pages 178 and 179.
32
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Responsible business continued
Developing our teams
DEVELOPING
OUR TEAMS
Relevant UN SDGs
Building a culture where
people thrive
Our success as a business is dependent on the talent, welfare
and safety of our people. This year, we continued to prioritise open
communication, inclusive ways of working, and supporting people to
achieve balance. We continue to be data-led, using insights to support
the business. Through investing in outreach programmes and
re-developing our employee-led networks, we have laid a solid
foundation while continuing to be industry leaders in online safety.
• 869 members of employee-led networks
• 3 years of the industry-leading online safety function
• 8 apprentices recruited through The King’s Trust
• 86% participation in Be Counted inclusion data campaign
• 15.7m page views generated by The Belonging Project
33
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Responsible business continued
Developing our teams
Developing our talent
To support our people with new ways of working,
we focused on developing leaders and managers
to drive change and set new teams up for success.
To support this focus, we provided targeted leadership
and management development programmes, as well
as coaching and operational support for new leaders.
We also created a new self-development toolkit for
people managers around topics including leading
change and promoting wellbeing and engagement.
Diversity and inclusion at Reach
We have a responsibility to reflect the world around us
through our content and serve our audience with a rich
and varied offering. We believe that creating a diverse
and inclusive environment is crucial to achieving this.
This year, we renewed our employee-led colleague
networks with a new structure and focus.
Networks Week in July relaunched the five active
networks, attracting 111 new members joining sessions
across groups. Our networks currently have over
850 members. We have also relaunched ReachMind
and a new Jewish Network in October.
The menopause toolkit, which has been developed with
Meno-Chat, has evolved with an interactive e-learning
module and video.
In 2024, 86% of all employees had contributed data to
our ongoing Be Counted campaign, which gathers data
on characteristics including social mobility, educational
and occupational backgrounds, ethnicity and sex.
Outreach
Outreach has been a top priority, and in September
we launched ‘Get Into Journalism’, a new programme in
partnership with The King’s Trust for young people aged
18 to 30 from underprivileged and under-represented
backgrounds. Eight candidates, all from an ethnic
minority background, have now secured an 18-month
content creator apprenticeship in our newsrooms.
Separately, 11 interns joined our teams for three months
through the summer, developing key newsroom skills
under a paid scheme aimed at people committed
to supporting inclusive reporting.
Belonging Project
In its third year, The Belonging Project has continued
making our journalism more representative of the
diverse communities served by our brands.
These principles were evident in our work covering the
tragedy and violent unrest in Southport this summer.
The Liverpool Echo reported with compassion,
sensitivity and balance while our journalists around
the UK navigated dangerous situations to tackle
online misinformation.
Coverage of the many cultural events and faith holidays
celebrated by our diverse communities has also been
strong, with content around Ramadan and Eid ul-Fitr
generating around one million page views.
BirminghamLive led the way, reporting unique
perspectives and experiences, such as women
celebrating Eid at a domestic violence shelter.
Supporting people with disability
We’ve continued our commitment to giving fair
consideration to applications for employment made by
disabled people, subject to the requirements for the job.
We strive to ensure that disabled employees receive
equal access to planned employee training and
development, as well as equal opportunities for
promotion. We make every effort to ensure that
continuing employment opportunities are provided
for employees who become disabled, where reasonably
practical to do so. In addition, we are founding
members of the Valuable 500, a disability-focused
business collective.
Keeping our people engaged
Our CEO, Jim Mullen, continues to devote time to
communicating across the business through a range
of sessions, weekly emails and livestreams. All executive
members similarly run regular updates for their teams,
particularly following important announcements such
as financial results. In 2024, we brought the top 50
executives together at three leadership events and
rolled out regular town hall meetings in regional groups
run by the Chief Digital Publisher. A new AI channel and
monthly AI bulletin have also ensured colleagues are
using AI appropriately.
We also monitor retention rates and absenteeism as
critical indicators of engagement and satisfaction.
In 2024, the voluntary rate of employee turnover was
8.96%, down from 9.65% in 2023. The retention rate
(defined as employees in Reach’s employment for the
full 12 months) was 84% in 2024, down from 88% in 2023.
In 2024, the Group’s absenteeism rate reduced to
an average 1.17%, from 1.35% in 2023.
Supporting our people’s mental health
We take our responsibility to support our people very
seriously and provide several tools to support their
wellbeing, communicated both formally and informally
throughout the year.
Our Employee Assistance Programme (EAP) offers 24/7
advice via a dedicated phone line and the Spectrum
Life app, which all employees can access. We also have
a group of colleagues around the UK trained as Mental
Health First Aiders who are on hand for support during
working hours.
Protecting our people from online abuse
Overall, reported instances were approximately
halved in 2024 in comparison with 2023, partly
due to a combination of business changes
and high engagement in protective training.
We continued to raise awareness outside Reach,
authoring a joint letter to police chiefs with Reporters
Without Borders (UK) and Women in Journalism, calling
for improved recording of reports of criminal-level online
abuse made to police by women working in journalism.
It was signed by more than 100 media leaders.
34
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Responsible business continued
Developing our teams
Gender pay gap
Our mean and median gender pay gaps of 10.3% and
9.6%, respectively, remain well below the figures first
reported in 2017 (18% and 15% respectively).
While the overall trend has been down, we saw a small
increase from the 2023 report this year, with the mean
increasing by 1.2% to 10.3% and the median increasing by
2.6% to 9.6%. There is no single factor that has
contributed to the change and we continue to monitor
this closely. We remain committed to taking action
to reduce the gender pay gap as part of our broader
ambition for inclusivity across our business.
For more on the gender split of directors, other senior
managers and all employees, see pages 78 and 79.
Employee rewards
All eligible colleagues were awarded a 5% pay increase in
the 2024 pay review and we continue our commitment to
offer the Living Wage Foundation rates as a minimum. In
2024 we opened a new employee Sharesave scheme
– giving our people an opportunity to have a share in the
future success of our strategy. In addition, employees
have the opportunity to participate in a Group bonus
scheme annually, and for 2024, the Board has chosen
to award the maximum bonus for all employees.
We continue to offer competitive employee benefits,
including:
• a defined contribution pension scheme;
• Company-funded healthcare for all employees;
• enhanced family leave policies, including neonatal leave;
• a paid annual volunteer day for colleagues to support
causes important to them; and
• retailer discounts, including supermarkets and loan
schemes, as well as rail season tickets, cars and
technology purchases.
OUR TEAMS
As at 31 December 2024
As at 31 March 2024
2,326
in editorial teams
568
in commercial
teams
348
in print teams
322
in other
key areas
564
in commercial
teams
354
in print teams
321
in other
key areas
3,566
employees
1
3,564
employees
1
2,327
in editorial teams
This is a slight increase following the cost reductions announced in late 2023 which were completed
in March 2024. When those changes completed our team sizes were as follows:
1. For permanent and temporary employees in the UK, Republic of Ireland and the United States.
35Reach plc Annual Report 2024
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Responsible business continued
Protecting our environment
PROTECTING OUR
ENVIRONMENT
Managing our impact and speaking up
for environmental issues
As a responsible business, we aim to reduce the negative impacts
of our operations while seizing opportunities to make positive changes.
Unlike many other businesses, however, we have the power to
influence a large audience. Every day our content reaches millions
of people, and this platform enables us to raise awareness of
environmental issues to our audiences. We are committed to
playing our part in helping to shape a more sustainable future for all.
Relevant UN SDGs
36
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Responsible business continued
Protecting our environment
Promoting a culture of sustainability
In 2024, the Reach Sustainability colleague network
continued to promote sustainability and connect
people interested in the topic. The network partnered
with Slow Ways, a national walking network, to
encourage the use of walking routes as an alternative
to carbon-based transport and to improve physical
and mental health. The network has also delivered
sustainability awareness sessions for colleagues.
Reach has been working with the Good Things
Foundation to reduce digital waste and in 2024
donated 878 devices to people who were able to
make use of them. We have since been recognised
as one of the foundation’s Platinum Partners.
Climate change
In 2023, for the first time, Reach reported the Company's
full Greenhouse Gas (GHG) emissions across all three
scopes for two years. In 2024, the GHG emissions for
2023 were independently verified, aligned to the ISO
14064-3:2019 standard. We are committed to
continuing this process.
Our Market-based carbon footprint for 2024 is 178,228
tCO
2
e, 11.5% lower than our baseline emissions in 2022.
This reduction has partly been achieved through
efficiency savings across our sites and operations, and
working closely with key suppliers to reduce emissions.
After our investment to install solar panels in 2023
we now produce renewable energy across all of our
print sites. We have seen a 4.8% reduction in electricity
consumption and a 4.6% reduction in heating gas.
In 2024, we carried out surveys across our print sites
to identify the most effective ways to reduce our
consumption of heating gas.
Path to net zero
In 2024, we submitted our near-term Science Based
Target (SBT) to the Science Based Targets initiative, an
important milestone in our climate strategy and path
to net zero in 2050. We will find out if it is approved in
mid-2025 and will continue to work toward the carbon
reduction goals we have set within this target.
OUR ENVIRONMENTAL
REPORTING IN 2024
Our dedicated environmental reporters continue
to campaign for change, deliver exclusives and
report on the biggest environmental stories of the
year. Just a few of our reporting highlights, below:
• the Daily Record celebrated a victory for its
‘Bin the Vapes’ campaign, with disposable
e-cigarettes to be banned across Britain
from 1 April 2025;
• the Express linked up with conservation charity
Born Free to share a world exclusive from South
Africa. Two lions rescued from Kyiv just two days
after war broke out in Ukraine were freed into
a 'forever home' sanctuary;
• the Irish Mirror’s Shauna Corr reported on the
release of the latest European State of the
Climate report, which revealed how Ireland
faces a huge financial bill and a credibility
crisis if its politicians don’t take action
to reduce emissions; and
• the Mirror’s long-running ‘Fur Free Britain’
campaign edged closer to achieving a ban
on fur imports, reporting that a Labour MP
plans to table a bill that would prevent the
import and sale of all animal fur.
We progressed with the Task Force on Climate-related
Financial Disclosures (TCFD) in 2024, continuing to
develop our understanding on how risks posed by
climate change might impact us and identifying the
right set of metrics and targets for our most material
climate-related risks. We have also defined a set of
metrics and targets for flood risk and carbon pricing,
engaging with relevant stakeholders to set these targets
appropriately. See more on these metrics and targets
and our progress in the TCFD section on pages 42 to 49.
Environmental management
Our Environmental, Social and Governance (ESG)
Steering Committee, chaired by our Chief
Financial Officer, sits under our Board Sustainability
Committee. The ESG Steering Committee has
representatives from departments across the business,
and it meets quarterly to ensure sufficient oversight and
support for all of the Group’s environment-based key
performance indicators (KPIs), including our emission
reduction targets. These targets, which have also been
approved by the Sustainability Committee, align with
our five-year Climate Strategy, published in 2022.
Our day-to-day management of the environment is
carried out through our ISO 14001:2015 Environmental
Management System (EMS). In 2024, we changed the
scope of our EMS to better reflect recent operational
changes. This change has increased scrutiny of
environmental management across the Group,
enabling us to act on risk and opportunities to
better maintain or improve on our standards. No
non-conformances were raised in 2024 and all sites
maintained the standard.
In 2024, we carried out our first supplier engagement
project focused solely on greenhouse gas emissions.
We identified our top suppliers by GHG impacts,
reviewing our engagement process, tailoring and
enhancing emission calculations for specific suppliers
and identifying opportunities to reduce these emissions.
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Responsible business continued
Protecting our environment
Targets table
2024 target Progress 2025+ target
Climate change
We will reduce GHG emissions (Scope 1 and Scope
2 market-based) by 75% by 2025 versus a 2019
baseline and maintain this.
Achieved
Our Scope 1 and Scope 2 market-based emissions
have decreased by 79.7% versus a 2019 baseline.
In line with our near term SBT target (submitted in
2024) we will continue working toward an absolute
reduction of:
• Scope 1 and Scope 2 market-based emissions
by 50% by 2030, from a 2022 baseline.
• Scope 3 emissions by 58.8% by 2034,
from a 2022 baseline.
We aim to submit a near-term Science Based
Target in 2024.
Achieved
Completed.
Maintain GHG emissions associated with UK/
domestic business travel in 2024 compared with
2019, on a like-for-like basis. Note: Overseas travel is
excluded because the requirement to cover news
events fluctuates year on year and is outside the
Company’s control.
Achieved
We have had a 53% reduction in all business
travel GHG emissions versus 2019.
Maintain GHG emissions associated with UK/domestic
business travel in 2025 compared with 2019, on a like-
for-like basis. Note: Overseas travel is excluded
because the requirement to cover news events
fluctuates year on year and is outside the
Company’s control.
Environmental management
We aim to maintain the ISO 14001:2015 standards
for our three owned print sites and our publishing
division. We will review the scope of the Publishing
ISO 14001:2015 accreditation to reflect recent changes
to our working environment.
Achieved
ISO 14001:2015 certification was combined and
maintained for print sites. ISO 14001:2015 scope
was reviewed and certification was maintained
for publishing sites in scope.
We aim to maintain the ISO 14001:2015 standards for
our three owned print sites and our publishing division.
We aim to report GHG emissions on all relevant
Scope 3 categories in 2024.
Achieved
We have fully baselined our total GHG emissions
including Scope 3. 11 out of 15 categories are relevant
to Reach’s operations.
We will continue to report and independently verify our
full Scope 1, 2 and 3 emissions.
To have our GHG emissions data independently
verified.
Achieved
We have verified our emissions in accordance
with ISO 14064-3:2019 standard.
Covered in another KPI.
38
Reach plc Annual Report 2024
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Responsible business continued
Protecting our environment
2024 target Progress 2025+ target
Environmental management continued
To develop the Group’s Sustainability Report.
Achieved
We have produced an internal report advising on
how Reach can enhance its impacts on sustainability.
To develop the Company’s first Transition Plan.
To be developed over 2025 and 2026.
Supply chain
We aim to use 100% graphic paper (all newsprint and
magazine paper grades) manufactured from fibre
using recycled materials or wood from certified
sustainable forests. We commit to achieving at
least 95% recycled materials or wood from certified
sustainable forests.
Achieved
97.94% graphic paper manufactured from fibre using
recycled materials or wood from certified sustainable
forests, and we continued to work with suppliers
to maximise this.
We aim to use 100% graphic paper (all newsprint
and magazine paper grades) manufactured from
fibre using recycled materials or wood from certified
sustainable forests. We commit to achieving at least
95% recycled materials or wood from certified
sustainable forests.
We aim to identify and engage with our top 20
suppliers by GHG emissions, aiming to reduce
our Scope 3 emissions associated with them.
Achieved
We engaged with 20 of our most significant suppliers
around GHG emissions.
Completed.
Waste and water
We will reduce our Volatile Organic Compound
(VOC) emissions annually versus the previous year.
Achieved
24% reduction from 2023.
We will reduce our VOC emissions annually versus
the previous year.
Maximum of 3% of hazardous waste generated
at print sites under our ownership to go to landfill.
Achieved
1.53% for 2024.
Maximum of 3% of hazardous waste generated
at print sites under our ownership to go to landfill.
Biodiversity
We will carry out an internal review aiming to
better understand our impact on biodiversity.
Achieved
We have carried out an initial review to better
understand our impacts on biodiversity.
To develop on the initial review. Developing a
report on Reach’s impacts on biodiversity.
To be developed over 2025 and 2026.
39Reach plc Annual Report 2024
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Responsible business continued
Protecting our environment
Environmental performance data
1
Consumption GHG emissions (tCO
2
e)
2024 2023 2022 2019 2024 2023
2
2022 2019
UK and Offshore Scope 1
3
Gas combustion – heating (kWh) 13,707,279 14,373,324 14,265,096 17,359,411 2,507 2,629 2,604 3,192
Diesel combustion – electricity generation (kWh) 393,978 1,364 84,331 956,029 100 0.35 22 242
LPG consumption (kWh) 596,136 544,026 1,376,681 333,355 137 125 317 71
Commercial vehicles (kWh)
4,5
585,244 1,248,687 1,431,149 3,149,678 139 297 343 788
Refrigerant gas loss (kg)
5
50 163 324 263 89 279 608 608
Total UK and Offshore Scope 1 2,973 3,330 3,894 4,901
Global (excluding UK and Offshore) Scope 1 (ROI commercial vehicles only
kWh) 6,130 13,233 - 1 3 -
UK and Offshore Scope 2
6
Grid electricity used – location-based (kWh) 27,293,876 28,680,401 34,918,787 51,206,683 5,382 5,939 6,753 13,088
Grid electricity used – market-based (kWh) 27,293,876 28,680,401 34,918,787 51,206,683 17 - - 9,816
UK and Offshore Scope 2 (market-based)
7
17 - - 9,816
UK and Offshore total Scope 1 and Scope 2 (market-based) 2,990 3,330 3,894 14,717
Global (excluding UK) total Scope 1 and Scope 2 (market-based) - 1 3 -
UK and Offshore Scope 1 & 2 per £million revenue
9
5.55 5.86 6.47 20.95
Global (excluding UK and Offshore) Scope 1 & 2 per £million revenue - 0.003 0.005 -
1. GHG emissions and energy consumption are calculated in line with Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 using the UK
Government’s Greenhouse gas reporting: conversion factors 2024 (BEIS). 2023 restated GHG emissions used 2023 conversion factors from BEIS.
2. 2023 figures have been updated for several items across Scope 1, 2 and 3. This is due to updates to methodologies and data, following verification and updates made to emissions factor databases.
3. Scope 1 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent from emission sources that are under the operational control of Reach. Scope 1 for 2024 includes increased diesel
oil usage compared with previous years; this was due to loss of power at our print site and the use of generators.
4. The Commercial vehicles data in kWh has been added to the reporting table for SECR reporting.
5. Scope 1 natural gas, commercial vehicles and refrigerant gas loss have been restated for 2023, to reflect better quality activity data after the inventory was verified in June 2024. In January 2025, Scope 2
electricity has been restated for 2023 following the provision of better-quality activity data.
6. Scope 2 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity by Reach for its own use.
7. Market-based emissions are slightly higher in 2024, due to a new addition of company cars (Electric and Plug-in hybrid) which are not being charged onsite.
8. No global (excluding UK) Scope 2 as all UK based operations.
9. Intensity metrics per £million revenue for 2019-2024 have been used in place of intensity emissions per million pages printed used in previous years.
40Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Responsible business continued
Protecting our environment
GHG emissions (tCO
2
e)
Scope 3
10
2024 2023
2
2022
Change from
baseline %
Category 1. Purchased Goods and
Services
11,12
117,861 97,474 118,432 -0.5%
Category 2. Capital Goods
9,11
395 1,147 1,249 -68%
Category 3. Fuel and Energy
11
2,264 2,458 3,013 -25%
Category 4. Upstream T&D
13
20,409 22,922 29,383 -31%
Category 5. Waste
14
145 250 305 -52%
Category 6. Business Travel
11
1,090 1,649 1,521 -28%
Category 7. Employee Commuting 2,961 3,430 4,260 -30%
Category 8. Upstream Leased Assets
15
297 651 576 -49%
Category 11. Use of Sold Products 13,457 23,694 28,190 -52%
Category 12. End of Life Treatment of
Sold Products 14,742 16,342 9,241 60%
Category 15. Investments 1,615 1,645 1,253 29%
Total Scope 3
16
175,238 171,659 197,423 -11%
Total Scope 3 tCO
2
e per revenue £ 325.36 301.90 328.27
Waste 2024 2023 2022 2020
Total hazardous waste from print sites
(tonnes) 951 1,039 1,147 1,379
Total hazardous waste from print sites
to landfill (tonnes) 14.6 13.7 19 38
% hazardous waste from print sites to
landfill 1.53% 1.32% 1.69% 2.80%
Total weight of non-hazardous paper
waste recycled (tonnes) 7,290 7,543 9,744 10,627
% non-hazardous paper waste from
print sites under our ownership
recycled 100% 100% 100% 100%
% waste electrical and electronic
equipment from publishing sites
reused or recycled 100% 100% 100% 100%
% aluminium printing plates recycled 100% 100% 100% 100%
Water 2024 2023 2022 2020
Total water consumption at all print
and major publishing sites (m
3
) 22,061 20,572 24,857 35,458
Volatile Organic Compounds (VOC) 2024 2023 2022 2020
Emissions of Volatile Organic
Compounds (VOCs) (tonnes)
17
1.99 2.62 7.33 10.47
10. Scope 3 covers other indirect greenhouse gas emissions for which data is currently collected, i.e. where the emissions are from sources that are not owned by Reach and where it does not have
operational control. Our Scope 3 records for 2024, 2023 and 2022 now represent a comprehensive and complete carbon footprint for all of our Scope 3 emissions. In line with best practice, BEIS,
International Energy Agency (for international electricity) and CEDA (for spend-based data) emission factors have been used.
11. In Scope 3, Categories 1, 2, 3 and 6 have been re-stated for 2023 due to improvements in the methodology and updates made to emissions factor databases. Categories 1 and 2 are also restated for 2022.
12. Scope 3 Category 1 emissions have increased from 2023-2024 due to large increase in the emissions factors applied to paper calculations. This negated any decreases in the weight of paper, or the
proportion of recycled paper.
13. In Scope 3, Category 4 has been restated for 2023 and 2022 due to updated information from one of Reach's suppliers which resulted in a methodology change.
14. In Scope 3, Category 5 includes emissions from waste generated in Reach's owned or controlled operations in the reporting year.
15. In Scope 3, Category 8 has also been re-stated for 2023 due to additional data becoming available.
16. Category 9, 10, 13 and 14 are not relevant to Reach's business.
17. VOCs represent those associated with Reach print sites only.
41Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Task Force on Climate-related Financial Disclosures (TCFD)
PREPARING
OUR BUSINESS
FOR THE
CHANGING
CLIMATE
The year 2024 has been a record-breaking year for
climate change. We have once again experienced one
of the hottest years on record, with global temperatures
surpassing, for the first time, the critical 1.5°C threshold
set by the Paris Agreement.
Businesses are key to the fight against climate change,
and at Reach, we recognise the part we can play in
driving climate action from both an operational and an
educational perspective through our media channels.
Our commitment to taking action on climate change
includes assessing and managing our climate-related
risks and opportunities, both now and into the future. We
have built on our work in 2023, which focused on better
understanding the impacts of climate change on our
business, and continue our work to ensure that our
business model and strategy are resilient to the
changing climate, while pursuing sustainable growth.
Summary of our work in 2024
Since we disclosed our first Task Force on Climate-
related Financial Disclosures (TCFD) report in our 2022
Annual Report, we have reviewed and expanded our
work annually to better understand our climate-related
risks and opportunities. This year, we have focused on
improving our alignment with the Metrics and Targets
pillar of the TCFD. As a result, we are now fully aligned
with 10 of the 11 TCFD recommendations, and are
partially aligned with one recommendation (see TCFD
reference table on the following page). In addition, we
remain fully compliant with the Companies (Strategic
Report) (Climate-Related Financial Disclosure)
Regulations 2022 (CFD) requirements.
The following work was undertaken in 2024 in our efforts
to align with the climate-related disclosures:
• defining metrics and targets for our most material
climate-related risks;
• submitting our Scope 1, 2 and 3 emissions reduction
targets for the near term to the Science Based Targets
Initiative (SBTi);
• continuing to provide training for leadership and
employees to improve Reach’s overall understanding
and management of climate-related issues; and
• linking the Long Term Incentive Plan (LTIP) to key ESG
metrics, specifically including an ESG metric for the
reduction in Scope 1 and 2 emissions as one of the
measures for Reach’s most senior colleagues.
Consistency with TCFD and CFD
This is our third year of mandatory reporting against the
TCFD recommendations. As a UK listed company, we
report against the recommendations on a ‘comply or
explain’ basis. This is consistent with the requirements
of the UK’s Financial Conduct Authority and Reach has
taken into account all of the guidance specified by the
UK Listing Rule 6.6.6(8). In addition, this is the second
year that we are required to align our disclosures with
the CFD. As such, we have not excluded any CFD
requirements from our disclosure.
42Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
TCFD report continued
TCFD recommendation
TCFD
alignment CFD requirement Page reference
Governance: Disclose the organisation’s governance around climate-related risks and opportunities
A. Describe the board's oversight of climate-related risks and opportunities A. A description of the company's governance arrangements in relation to assessing
and managing climate-related risks and opportunities
44 and 45
B. Describe management's role in assessing and managing climate-
related risks and opportunities
44 and 45
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning where such
information is material
A. Describe the climate-related risks and opportunities the organisation
has identified over the short, medium and long term
D. A description of i. the principal climate-related risks and opportunities arising in
connection with the company's operations, and ii. the time periods by reference
to which those risks and opportunities are assessed
46 to 48
B. Describe the impact of climate-related risks and opportunities on the
organisation's businesses, strategy and financial planning
E. A description of the actual and potential impacts of the principal climate-
related risks and opportunities on the company's business model and strategy
(non-mandatory if the director provides an explanation)
46 to 48
F. An analysis of the resilience of the company's business model and strategy,
taking into consideration different climate-related scenarios
C. Describe the resilience of the organisation's strategy, taking into
consideration different climate-related scenarios, including a 2°C or lower
scenario
F. An analysis of the resilience of the company's business model and strategy,
taking into consideration different climate-related scenarios
46
Risk management: Disclose how the organisation identifies, assesses, and manages climate-related risks
A. Describe the organisation's processes for identifying and assessing
climate-related risks
B. A description of how the company identifies, assesses, and manages climate-
related risks and opportunities
45
B. Describe the organisation's processes for managing climate-related
risks
45
C. Describe how processes for identifying, assessing and managing
climate-related risks are integrated into the organisation's overall risk
management
C. A description of how processes for identifying, assessing, and managing climate-
related risks are integrated into the company's overall risk management process
45
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material
A. Disclose the metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management process
H. The key performance indicators used to assess progress against targets used
to manage climate-related risks and realise climate-related opportunities and a
description of the calculations on which those key performance indicators are based
47 to 49
B. Disclose Scope 1, 2 and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions and the related risks
40 and 41
C. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
G. A description of the targets used by the company to manage climate-related risks
and to realise climate-related opportunities, and of performance against those targets
47 to 49
Partial alignment Full alignment Increase from last year
43
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
TCFD report continued
Governance
In 2024, we continued to support and develop our
employees in delivering climate action. We are now
in the second year since the launch of our Reach
Sustainability Network. The mission of this network is
to elevate the profile of our ESG initiatives, offer training
opportunities, champion best practices and foster
connections and engagement among all employees.
At the Board and management level, we have provided
training sessions to support our understanding of
climate-related issues.
To enhance accountability across our leadership
for our climate agenda, we have linked our progress
towards environmental targets with our LTIP’s
performance conditions for our most senior
colleagues. More details can be found in the
Metrics and Targets section (page 49).
Board, Sustainability Committee and Audit
& Risk Committee
The governance structure at Board level has not
changed since last year (see the governance diagram
on the next page). The Board’s oversight of climate-
related and environmental issues is directed by the
Sustainability Committee. All members of the
Sustainability Committee, chaired by Non-Executive
Director Priya Guha, are also members of the Board.
The Sustainability Committee oversees and
recommends the Group’s responsible business
framework and related commitments for Board
approval, as well as reviewing progress towards
annual sustainability-related targets. The Sustainability
Committee is supported by the executive management
team and the ESG Steering Committee. In 2024, the
Sustainability Committee met twice to review progress
on climate-related issues, including a progress update
in aligning with the TCFD recommendations and
updates on our climate-related risks and opportunities.
Our Audit & Risk Committee, chaired by Non-Executive
Director Anne Bulford, oversees Reach’s risk management
framework, which includes climate-related risks, and
reviews the content and accuracy of our reporting. In
2024, the Audit & Risk Committee met five times. Similar to
the Sustainability Committee, the Audit & Risk Committee
has been provided with regular updates on TCFD, and
climate-related risks and opportunities.
The Board regularly receives training on ESG topics.
In 2024, the focus areas were emerging sustainability
reporting requirements, science-based targets,
and biodiversity.
Management
Management-level oversight of Reach’s climate-related
risks and opportunities is conducted by the ESG Steering
Committee, chaired by our Chief Financial Officer,
Darren Fisher. The ESG Steering Committee reports to
the Sustainability Committee and is formed of senior
managers from across the business. The members of
the ESG Steering Committee met twice in 2024 to review
and manage the Company’s approach to ESG topics,
including sustainability and climate-related issues, and
to develop Reach’s approach to tackling them as part
of our strategy and risk management policies.
The TCFD Working Group has continued to lead
our efforts to increase alignment with the TCFD
recommendations. The focus of the Working Group this
year has been on improving the disclosure of metrics
and targets, and to further understand and monitor
climate-related risks. Several teams across the business
contribute to the TCFD Working Group to support the
ESG Steering Committee with its climate-related work.
The Audit & Risk team identifies, quantifies and monitors
climate-related risks, while the Environment and
Operations team is responsible for monitoring
greenhouse gas (GHG) emissions and energy
consumption, among other environmental topics
such as water and waste. This team also includes
Green Teams at the print sites, who lead environmental
initiatives. As we improve our understanding of climate-
related risks and their potential implications, the Group
Finance team plays an increasing role in identifying and
managing them. For example, Finance oversees and
monitors the potential financial effects of climate-
related issues.
Governance next steps
• the Board and relevant committees will track
progress towards our near-term targets to
reduce our Scope 1, 2 and 3 emissions;
• we will continue to train our Board and
management team on climate-related
issues; and
• as we further develop our understanding of
financial impacts, we will clarify the roles
and responsibilities of senior management
regarding the monitoring and management
of climate-related issues.
44
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Strategic Report Governance Financial Statements Other Information
TCFD report continued
Board
The Board ensures that our governance framework is implemented through a programme of action plans
and annual targets. This year the Board has undertaken training on climate-related issues.
BoardManagement
Sustainability Committee
The Sustainability Committee is made up of all
Board directors. It has responsibility to review,
challenge, oversee and recommend for approval
the Group’s responsible business framework and
related commitments; review and challenge
annual sustainability-related targets; and review
and oversee the Group’s sustainability reporting.
Audit & Risk Committee
The Audit & Risk Committee is responsible for
scrutinising climate-related and financial
reporting, and for monitoring our risks.
Environmental, Social and Governance
Steering Committee
The ESG Steering Committee is chaired by the
Chief Financial Officer and is attended by various
senior managers across the business. The
Committee is responsible for ensuring that all
climate change and environmental targets and
legislation are met; for reviewing and challenging
annual sustainability-related targets; and for
reviewing and overseeing the Group’s
sustainability reporting.
Executive
management team
The executive management team facilitates and
manages communication between the different
committees as well as co-ordinating input into
the climate-related financial disclosures.
TCFD Working Group
The TCFD Working Group is made up of colleagues from Group Finance, the Audit & Risk team, Company
Secretariat, and the Environment and Operations team.
TCFD Governance
Key Direction and oversight Reporting Advice
Risk management
In 2024, we have built on the work undertaken in
previous years (specifically, a qualitative climate
scenario analysis (CSA) in 2022 and a more detailed
quantitative CSA in 2023) by developing specific metrics
and targets that will allow us to monitor our progress in
managing these risks.
In 2022 and 2023, the climate-related risks that were
identified as most material as part of the qualitative CSA
and were then quantified were: carbon pricing, flooding
and energy pricing. The potential magnitude of these
risks was categorised using our existing risk framework
(see page 52 for details on our risk framework). These
risks are now integrated into our risk management
process and included in our environmental risk register.
Climate change is considered an emerging risk within
our risk framework. Our Risk team is responsible for the
risk framework, which includes climate-related risks.
Climate change and the most material climate-related
risks are monitored by our senior leadership team
through our risk management process. This process
also includes the implications of current and proposed
climate regulation. On climate-related disclosures, we
remain alert to the expected endorsement of the
International Financial Reporting Standard S2 (IFRS S2),
by the UK in 2025. We regularly, at least once a year,
evaluate our alignment with climate-related disclosures
that may affect our reporting requirements.
We regularly endeavour to enhance the information on
climate-related risks in our risk management process
and, for the following year, we plan to embed
considerations of the financial impacts of these risks
into our financial plans. Our next cycle to review the
identification and assessment of climate-related risks
will be in 2026. Further details on our approach to CSA
and our material climate-related risks and opportunities
can be found in the Strategy section on page 46.
45
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Risk management next steps
• the next climate scenario analysis assessment
will be in 2026, as part of our process to review
all identified climate-related risks and reassess
their relevance to Reach every three years. In
the meantime, we will regularly monitor the
most material climate-related risks that
have been identified.
Strategy
At Reach, our business strategy is underpinned by our
shift from paper-based to digital products. Considering
this, and as part of our CSA work done in 2022 and 2023
at the Group level, we identified several climate-related
physical and transition risks and opportunities that could
impact Reach’s current business model and strategy,
and we quantified the potential impacts of the main
risks on our business.
The approach taken in the CSA to quantify the most
material risks included an impact assessment (including
financial, reputational and regulatory impacts), and an
analysis of the likelihood of a climate event taking place.
Each risk was then categorised according to whether
it was considered financial, strategic, operational
or compliance-related in line with the risk framework
at Reach (read more about our risk framework
on page 52).
Our CSA work was underpinned by research across
the latest climate science which gave us an
overview of the latest climate projections across
different possible scenarios. Based on the findings,
we considered two scenarios to identify and assess
our risks. These scenarios lie at opposite ends of the
spectrum, which enabled us to gain an understanding
of the range of potential climate-related risks and
opportunities relevant to Reach. These scenarios are
potential pathways, rather than predictions, and
either is still considered possible.
They are:
• low-carbon scenario: this ‘net zero by 2050’ scenario
assumes that the goal of the Paris Agreement is
achieved, namely that global temperature rise is
limited to 1.5°C above pre-industrial levels. In this
scenario, the most likely risks are those associated
with the transition to a lower-carbon economy,
while physical risks are not expected to increase
significantly. For energy and carbon pricing risks,
data from two specific low-carbon scenarios
developed by the International Energy Agency (IEA)
was used. These scenarios are Maximum Ambition
(leading to net zero by 2050) and Enhanced Ambition
(which assumes national targets and commitments
are achieved). For physical risks, RCP2.6
(Representative Concentration Pathway 2.6)
projections from regional climate models were
considered; and
• high-carbon scenario: this ‘business-as-usual’
scenario assumes that climate policies and other
actions taken are insufficient to achieve the goals
of the Paris Agreement and transition to a low-carbon
economy, and so global temperatures rise to
between 3 and 4°C above pre-industrial levels.
In this scenario, we expect to see severe physical
risks. A business-as-usual IEA scenario was used to
analyse transition risks, and RCP8.5 (Representative
Concentration Pathway 8.5) projections from
regional climate models were considered
to assess physical risks.
The time horizons we have considered are:
• near: now to 2030
• medium: 2030 to 2050
• long: beyond 2050
These time horizons align with national climate targets
(for example, the UK’s commitment to achieve net zero
by 2050), key target years for Reach in relation to
climate actions, time horizons where climate drivers
are likely to materialise and, as far as practical, with the
timeframes used in relevant climate science
publications. It is important to note that there are
inherent uncertainties in climate model outputs for
a specific scenario, given how much depends on
variables such as the introduction – or not – of climate-
related policies by governments across the world, the
speed of the energy transition, and how quickly the
climate changes in response. Nonetheless, the analysis
allows us to understand the potential consequences
and plan accordingly.
Assessment of our most material climate-
related risks and opportunities
Overall, carbon pricing has been identified as the most
relevant risk for Reach. In the near term, Reach could
face some risks from paper manufacturers facing
higher carbon prices and passing some of their costs
on to Reach. Flooding does not present a significant risk
to most of our offices and print sites directly, although
there is a possible indirect exposure through flooding
of the surrounding area, or by impacting circulation
revenue if copies cannot be delivered to retailers or
readers do not venture out to purchase their copy.
We have deemed energy pricing as unlikely to pose
a material financial risk to the business, especially when
considering scenarios that include our planned actions.
Therefore, in comparison to last year’s disclosure, this risk
has been excluded from the detailed risk tables below.
The analysis of risks in the near and medium term under
two global climate scenarios has shown that our current
business model and our strategy are resilient to these
main climate risks. In fact, our strategy aligns with the
climate actions needed to decrease exposure to certain
physical and transition risks.
Our qualitative CSA work in 2022 showed that climate
change also presents several opportunities. We used
the same approach as with our climate-related risks
to identify the most significant opportunities for our
business. Our key opportunity is the transition from print
to digital which is already underway as we deliver our
strategy. In our quantitative assessment, we identified
scenarios where Reach’s operational costs are reduced.
TCFD report continued
46
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Table summarising quantitative CSA work for each risk
Flooding
Risk description and overall risk Relevant climate scenario and time horizons Likelihood and impact Mitigation actions Metrics and targets
Context
Flooding is the major physical climate-
related risk in the UK and, under climate
change conditions, it is expected to
increase both in intensity and frequency.
Reach has offices and print sites in
more than 13 locations across the UK and
Ireland. The level of flood risk (including
surface, river and coastal flood risk) varies
depending on the site, its location and the
systems it depends on. Flooding risk has
been assessed through direct and indirect
impacts, with the indirect impacts
identified as the main physical risk to
Reach, e.g. downtime due to disruption
in systems that the sites depend on,
such as energy and transport systems.
Flooding could also present a risk to
Reach if it impacts the distribution of
copies to retailers or the ability of
readers to access their copies.
Risk category: Physical, acute.
Link to existing principal risk:
Supply chain disruption, acceleration
of print circulation decline.
Overall risk
Low/moderate (depending on the site
and for high-carbon scenario and
medium term).
The financial impact of flooding is
expected to be minimal given the
mitigation measures available and the
existing insurance to cover damages.
In addition, given Reach’s strategy
to become a digitally focused business,
flood risk to print sites would decrease
as the strategy is implemented.
Scenarios
Low carbon and high carbon
Time horizons
Near, medium, and long
The most relevant scenario is the
high-carbon scenario (analysed
using climate modelling output from
RCP8.5). The time horizon at which
the increase in the risk might be
significant compared to the
baseline period is the 2050s.
Likelihood
Likelihood rating: It varies by site, but
overall, direct exposure to flooding
is categorised as very unlikely,
but indirect exposure is categorised
as possible.
Likelihood description: We have
analysed flood exposure at each
site using flood models to assess
current and future exposure. Under
the mid- to long-term horizon and
high-carbon scenario, we have
identified two locations that are
expected to be directly exposed
to flooding in the future, but the
vulnerability of these sites is
categorised as low and hence not
at considerable risk. Projections show
that some sites are expected to be
indirectly exposed to flooding, i.e. the
site may not flood but surrounding
areas are likely to experience flooding.
Impact
Impact rating: It varies per site, but
overall it is categorised as low for
office sites and major for print sites.
Impact description: A set of
vulnerability considerations were
assessed at the site and Group
level to determine the state of
preparedness for flooding.
If a flood event was to occur at an
office site, there is generally no critical
equipment that could be damaged,
and employees can work from home.
At print sites, if a flood event occurs,
there may be damage to materials,
equipment and operations if the
energy system is impacted.
• existing working from home
policy for office-based
workers if offices are
inaccessible;
• existing warning system
to inform employees in
the case that working from
an office is not possible;
• in specific sites, elevation
of water-sensitive materials
and equipment to above
ground level;
• backup power generators
at print sites;
• contingency plans for print
sites (shifting printing load
between sites); and
• planned move to digital and
reduce reliance on printing.
Metric:
• value of sites exposed to
flood risk rated medium
or higher.
Target:
• all flood-exposed sites
have risk mitigation plans
in place in line with a 2050
projected 100-year flood
event.
Metric:
• print volume and print
circulation lost due
to flood events.
Target:
• maintain the cost of flood
events (from damage
to Reach sites or lost
circulation sales)
at the baseline level.
TCFD report continued
47
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Carbon Pricing
Risk description and overall risk Relevant climate scenario and time horizons Likelihood and impact Mitigation actions Metrics and targets
Context
Carbon pricing represents a major
climate-related risk in the UK primarily due
to the UK Emissions Trading Scheme (UK
ETS) that puts a price on emissions from
certain sectors. There are also carbon
prices impacting Reach’s upstream supply
chain partners in countries in the
European Union (EU) and North America,
and the prevalence of these mechanisms
is growing. Depending on how carbon
price mechanisms evolve, Reach could
face risks from the consumption of
electricity, natural gas, diesel, paper and
road freight services. In all such cases,
carbon costs could be passed through to
Reach from the suppliers of these services,
themselves directly subject to a carbon
tax or emissions trading scheme.
Risk category: Transition, policy and legal.
Link to existing principal risk: Supply chain
disruption, macroeconomic environment,
acceleration of print circulation decline.
Overall risk
Moderate (for low-carbon scenario and
near term).
Even if Reach is not directly regulated by
a carbon price, it could face some
near-term risks from paper consumption
due to our suppliers passing on their
increased carbon costs. As Reach moves
away from print, the risk of facing carbon
costs from suppliers is expected to fall.
Reach will soon be largely built around
grid-based electricity consumption
and cloud-based data storage. While
fossil-fuelled electricity production can
be regulated by carbon pricing, Reach’s
electricity consumption is unlikely to be at
a level that would cause a major concern.
Scenarios
Low carbon
Time horizons
Near and medium
The low-carbon scenario (in
enhanced and maximum ambition)
is the one in which carbon prices
increase to the highest levels. In the
near term, Reach’s direct and supply
chain emissions will be highest as
paper products and print sites
remain critical for Reach’s operations.
Consequently, the risk will increase in
the near term and peak around 2030.
Likelihood
Likelihood rating: While Reach will
not face direct exposure to carbon
pricing, it is likely to face exposure
to carbon prices due to costs
passed through from suppliers.
The likelihood has therefore
been categorised as probable.
Likelihood description: Reach sources
paper from several countries that
already have carbon prices in place
(such as the UK, EU and Canada).
Reach may also be impacted by price
increases from electricity suppliers in
the UK. In a low-carbon scenario,
carbon prices in these regions are
expected to increase considerably
in the near and medium term.
Impact
Impact rating: Potential impact is
moderate, based on carbon pricing
trends and Reach’s planned
digitalisation actions.
Impact description: Reach’s greatest
source of risk will be from carbon
costs passed through from electricity
suppliers. If the UK ETS expands, Reach
may also face risk due to on-site
natural gas consumption and any
remaining road freight services.
• digitalisation will reduce
both paper and energy
consumption from direct
operations, thereby
reducing exposure to
both carbon and energy
pricing; and
• installation of on-site
solar power has reduced
exposure to both carbon
and energy pricing.
Metric:
• estimated carbon cost of
newsprint as a percentage
of total cost for newsprint.
Target:
• carbon cost of newsprint
procurement is
maintained as low impact
based on risk
categorisation at Reach
and will not exceed the
material threshold
compared to the total
annual newsprint
procurement cost.
Metric:
• average daily print run
copies.
Target:
• year-on-year decline in
newsprint consumption.
Target:
• our Scope 1, 2 and 3
science-based targets.
TCFD report continued
48
Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
This year, we have enhanced our approach to
monitoring our climate-related risks and opportunities.
We have defined a set of metrics and targets for flood
risk and carbon pricing, which will be monitored to
ensure that the magnitude of the risks remains within
acceptable levels. To develop these metrics and targets,
various internal stakeholders were engaged including
Risk and Audit, Environment and Finance to ensure these
are both decision-useful and align with our existing
processes. Details regarding these metrics and targets
are included in the assessment of our most material
climate-related risks and opportunities within the
Strategy section of this TCFD narrative.
As we progress in understanding the financial impact of
climate-related risks and opportunities on our business,
the metrics and targets will be reviewed and updated
as appropriate.
Remuneration Policy
To demonstrate our commitment to reducing our
environmental impact, we have incorporated climate-
related metrics into Reach’s Remuneration Policy for
our most senior colleagues. Progress towards our
Scope 1 and 2 reduction targets have a 15% weighting
as part of Reach’s 2024 LTIP awards and the 2025 LTIP
awards will have the same target and weighting (see
pages 97 and 103).
Metrics and targets next steps
• we will collect and monitor data against the
identified metrics and targets and further define
roles and responsibilities for the management
of the identified metrics.
TCFD report continued
Strategy next steps
• we will expand our work on climate-related
risks and opportunities by quantifying financial
impacts and expanding the analysis of
physical risks to any new sites in our portfolio;
• we will continue to monitor external factors
and pressures on the business and how these
interact with the identified risks and/or
opportunities; and
• we will review the climate-related risks identified
on an annual basis using the metrics and
targets developed.
Metrics and targets
Having robust and relevant metrics is vital to
understanding our progress towards our goals, our
climate-related risks and opportunities, and to support
decisions relating to Reach’s strategy and business
model. In 2024, we have made significant progress in
fully aligning with the TCFD’s recommendations on
metrics and targets.
We report our energy consumption (page 40), waste
(page 41), and water consumption (page 41) metrics
and targets. We also fully report our Scope 1, Scope 2
(location- and market-based) and Scope 3 GHG
emissions, which are aligned with the GHG Protocol (see
details on our footprint on page 37). This enables us to
identify high emissions sources and develop actions to
reduce them. We have also submitted to the SBTi our
near-term target to reduce our Scope 1, 2 and 3
emissions.
49
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Strategic Report Governance Financial Statements Other Information
NON-FINANCIAL AND SUSTAINABILITY
INFORMATION STATEMENT
This table summarises our policies and sets out where you can find the information required to meet the non-financial
reporting requirements under sections 414CA and 414CB of the Companies Act 2006.
Focus area Policies and guidelines In summary More information
Environment
Environmental Policy
Specific commitments in relation to the main areas where the Company has the
potential to cause environmental impacts
Compliance with required Climate-related Financial Disclosures
Pages 36 to 41
Pages 42 to 49 for
the TCFD report
Page 43
Employees
Dealing and Disclosure
Policy
Compliance by employees with insider and share-dealing regulations Internal only
Inside Information
Policy
Clear and documented procedures for handling and disclosing inside information Internal only
Dealing Code for
Directors and PDMRs
Compliance by directors and persons discharging managerial responsibilities (PDMRs)
with insider-dealing regulations
Internal only
Inclusion Policy
Understanding the Group’s approach to diversity and inclusion, the role all our people
play in fostering an inclusive culture, why it matters and where to find help
Pages 33 to 35
Health & Safety Policy
Understanding the Group’s commitment to the health and safety of its employees and
others affected by its business activities
Page 32
Speak Up Policy
Describes how to report any behaviour colleagues believe is in breach of the Code of
Conduct, or otherwise illegal or unethical
Page 31
Human rights
Anti-slavery Policy
Compliance with modern slavery regulations under the Modern Slavery Act 2015 Page 31
Non-financial and sustainability information statement
50Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Focus area Policies and guidelines In summary More information
Anti-bribery and
anti-corruption
Anti-bribery Policy
Compliance with applicable anti-bribery and anti-corruption laws Page 31
Anti-fraud Policy
Clear and documented procedures on reporting suspected fraud and how the Group
will respond to a concern about fraud
Internal only
Standards of
Business Conduct
Maintaining high standards of integrity and personal conduct www.reachplc.com
Social matters
Code of Conduct
Policy
Understanding the professional conduct that the Group expects everyone to abide by,
to create a culture that all employees are proud to be a part of
Page 31
Procurement Policy
To set out the rules and restrictions surrounding procurement of goods and services
and the entering into contracts on behalf of Reach
Internal only
Data Protection Policy
Compliance with the UK General Data Protection Regulations (UK GDPR) and the UK
Data Protection Act 2018, the Irish Data Protection Acts, and data protection laws and
regulations in all jurisdictions in which we operate, including in the US
Page 31
www.reachplc.com
Community
matters
Responsible business overview Pages 25 to 49
Non-financial key
performance
indicators
Understanding the key metrics in measuring the Group’s non-financial performance Pages 16 and 17
Management of
principal risks and
uncertainties
Understanding the key risks that the Group faces Pages 54 to 58
Business model
Understanding how value is created for stakeholders Pages 14 and 15
Non-financial and sustainability information statement continued
51
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Strategic Report Governance Financial Statements Other Information
Risk report
MANAGING RISK
Embedded and effective risk management is at the heart of how we manage our business and deliver our strategy
Our risk management framework
Reach has an established risk management and internal control framework based around the three lines model. We take a ground-up and top-down approach to risk
management to support the identification, evaluation and management of risks at all levels of the business, including Group-level and principal risks, and ensure appropriate
controls are in place to mitigate those risks. The key roles and responsibilities within the framework are:
Ground
up
Risk governanceRisk management
Board
• sets strategic objectives and corporate risk appetite
• determines and regularly assesses principal and
emerging risks
• establishes policies and procedures to manage
risk and oversees the internal control framework
• concludes annually on internal controls effectiveness
• oversees the Audit & Risk Committee’s work
to monitor principal risks and uncertainties
Audit & Risk Committee
• reviews the effectiveness of the risk management framework and internal control
systems and reports to the Board (see Audit & Risk Committee Report on page 89
for the results of this year's assessment)
• reviews effectiveness and integrity of financial reporting
• identifies, evaluates and monitors principal risks and uncertainties
• oversees risk-based internal audit activity
• monitors compliance with the corporate risk appetite
1
st
Line of Defence
Executive Committee
• owns day-to-day risk management and internal controls
• identifies and assesses risks and mitigating controls
• ensures significant issues are escalated promptly to the Board
• ensures that decisions taken are in line with the corporate
risk appetite
• implements key Group policies and procedures
Business areas and support functions
• review risks and mitigations on a regular basis
within their business areas
• review and monitor the implementation of key Group
policies and procedures
• identify emerging risks and incidents, and escalate
to the Executive Committee
2
nd
Line of Defence
Risk management
• supports and advises the business on the
development of appropriate and proportionate
risk management actions
• co-ordinates risk identification, reporting
and governance activity
Compliance functions
• monitor for and support implementation
of new areas of compliance
• advise management and operational teams
on specialist areas of compliance
• monitor adherence to Group policies
• support first-line teams on resolution of risk incidents
3
rd
Line of
Defence
Internal audit
• provides
independent
assurance
on the risk
programme,
testing of key
controls and
risk response
plans for
significant risks
Top
down
52Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Risk report continued
Identifying, evaluating
and monitoring risks
Our risk management framework, which operates
throughout the Group, sets out a consistent approach
to identifying, categorising and quantifying risks. As well
as a detailed description and owner, the impact and
likelihood are assessed and quantified both before
controls (gross risk) and taking current controls into
account (net risk) using a consistent Group-wide rating
criteria. Risks are categorised according to whether they
are strategic, operational, financial or compliance-
related. We also assess our appetite for each risk with
reference to the Board’s risk appetite statement. Lastly,
risks are mapped to enable a visual comparison
between risks and with appetite to ensure consistency
of relative scoring.
Each Executive Committee member maintains
risk registers that capture and quantify the key risks
for their business areas or support functions. These
registers are reviewed and refreshed bi-annually with
the support of the risk team. We also track emerging
risks (risks where the extent and implications are not yet
fully understood or are increasing over time). We track
these risks by monitoring the velocity of change in the
risk score.
We also maintain a Group Risk Register, which captures
the biggest risks from the business area and functional
registers overlaid with Group-wide, external and
strategic risks. Our principal risks comprise the most
significant Group risks. The Executive Committee owns
the Group Risk Register and reviews it each quarter.
The Audit & Risk Committee reviews the principal
risks at least bi-annually and undertakes deep dive
reviews on principal and Group risk topics at each
meeting, which this year included: cyber security, data
protection, brand reputation, health and safety, fraud,
availability of funding and key supplier management.
The Board also undertakes a robust assessment of the
Group’s emerging and principal risks on an annual basis.
In accordance with the 2018 Code, the Audit & Risk
Committee, on behalf of the Board, also reviewed the
effectiveness of the Company’s risk management and
internal control systems, covering all material controls ,
including financial, operational and compliance controls
and concluded that they were effective. Further details are
given in the Audit & Risk Committee Report on page 89.
Managing risks
Managing each risk is the responsibility of the risk owner,
typically an Executive Committee member. Risks are
actively managed by control improvement projects
until the net risk rating is within the agreed appetite
range, at which point mitigating controls are maintained
as part of business as usual. Any change in a risk is
evaluated to understand the effect it has on the gross
and net risk scores and then steps are undertaken to
enhance controls and other mitigations as necessary
to maintain the net risk within the Board-set appetite.
Currently, all principal net risk ratings are within or below
the appetite for that risk. See the Principal Risk Waterfall
on page 54.
Our risk appetite
We generally have a flexible appetite for strategic risks,
reflecting the external and uncontrollable nature of
these risks. Taking strategic risk is key to unlocking value,
i.e. they tend to be rewarded risks. This means that we
are willing to consider all options and balance the
likelihood of successful delivery with the degree of
benefit and value for money. Activities that drive
strategic risk may potentially carry, or contribute to,
a high degree of residual risk.
Our appetite for operational and financial risks
is generally cautious. Activities undertaken may carry a
high degree of inherent risk that is deemed controllable
to a large extent. These risks cannot be entirely avoided
and are inherent to our business operations. They are
generally not rewarded and there is limited benefit
to taking more risk.
We generally have a minimalist appetite for compliance
risks, reflecting the potential impact of regulatory fines
and reputational damage. We have a preference
for activities or options with a low-to-moderate degree
of inherent risk and low residual risk. Potential benefits
are not the only consideration.
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Our principal risks and uncertainties
Monitoring and managing our principal and emerging
risks is key to how the Board assesses the overall risk
landscape and makes strategic decisions.
This year, most of our risks remained stable with
some, mainly those relating to funding and our people,
softening slightly. We have not noted any risks that have
significantly increased during 2024. While the macro
environment has remained fairly challenging, the fall in
inflation and resultant drop in interest rates towards the
end of the year were both welcome. The refinancing of
our revolving credit facility to 2028 has resulted in an
improvement in the risk relating to funding capability.
Though we have not identified any new risks to include
in our principal risks and uncertainties this year, we have
split the risk relating to falling circulation and/or page
views into two separate risks. Although these risks are
related and have similar impacts, they have different
causes, mitigations and owners. We continue to monitor
the risks relating to climate change and AI, which are
considered emerging risks.
Risk report continued
1 2 3 4 5 6 7 8 9 10
Risk
Macro-
economic
environment
Drop in digital
page views
Inability to
recruit and
retain talent
Acceleration of
print
circulation
decline
Cyber attack
Supply chain
disruption
Health and
safety incident
Published
content and/
or editorial
practices
Lack of funding
capability
Data
protection
failure
Appetite
Critical Open
Major Flexible
Moderate Cautious
Minor Minimalist
Insignificant Averse
Gross risk
Net risk
Strategic Operational Financial Compliance
Our 10 principal risks are reflected on the risk waterfall
below. The risk waterfall allows us to show the gross risk
(without mitigations applied) alongside the net risk
(the rating following consideration of the mitigations in
place). Ratings for both gross and net risk are calculated
as a function of impact and likelihood. The vertical black
line on each column reflects the Group’s risk appetite for
the related risk. The appetite range is a view which
outlines the desired risk the Group wishes to take in
respect of each risk. Appetite ranges are: ‘Open’ (where
we are focused on maximising opportunities); ‘Flexible’
(willing to consider all options); ‘Cautious’ (where we are
willing to tolerate a degree of risk); ‘Minimalist’ (preferring
options with low inherent risk); and ‘Averse’ (where we
avoid risk and uncertainty).
Where the net risk sits within the appetite box, the risk is
considered to be managed within appetite. At year end,
there are no net risks currently above appetite, though
some are below. The tables on the following pages
describe each principal risk in detail, including mitigating
controls and changes in the year.
We have continued to develop a better understanding
of our three climate-related risks throughout the year.
While we do not consider these to be principal risks at
this time, they are emerging risks and are identified and
managed in accordance with our risk management
framework. In line with the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD);
these risks are set out on pages 47 and 48.
Appetite range
Delivering the
stories that matter
Growing through
audience engagement
Developing a
data-led proposition
Building a culture
where people thrive
Key: Link to strategic pillar:
54Reach plc Annual Report 2024
Strategic Report Governance Financial Statements Other Information
Risk and description How we mitigate the risk Change in year
Strategic
1. Macroeconomic environment
Risk owner: Executive Committee
Appetite: Flexible
Deterioration in macroeconomic conditions, including
high interest rates and inflation could result in:
• reduced customer and advertiser spending in
both digital and print advertising;
• lower revenue, cash flow and profits;
• rising salary, printing and other costs from
inflationary pressures; and
• increased debt interest costs.
• bi-annual Board review of strategy and financial targets;
• annual budgets set and approved by the Board;
• regular re-forecast throughout the year;
• macroeconomic factors, inflation and interest rates
are monitored by the Executive Committee each
month and Board at each meeting;
• weekly Executive Committee trading meeting to review
results and other factors affecting performance; and
• costs under constant review.
Change in year:
Stable
Inflation decreased significantly during 2024 and
interest rates reduced in August and November.
Though the general election created some initial
optimism, the autumn budget was widely perceived
to be negative for business. Economic growth
has been slow throughout 2024 and the uncertain
macro environment is expected to continue in 2025.
2. Drop in digital page views
Risk owner: Chief Digital Publisher/Chief Product Officer
Appetite: Flexible
Digital page views fall significantly for an extended period.
This could be caused by changes in major platforms’
support and referrals to our content, changes to search
and disruption from AI, competition in the market, lower
demand for our brands or issues with user experience.
Could result in:
• lower digital advertising revenue; and
• direct impact on operating profits if costs cannot
be reduced.
• bi-annual Board review of strategy and financial targets;
• Customer Value Strategy aims to increase page
views per session and revenue per page;
• annual budgets set, regular re-forecast throughout
the year;
• weekly Executive Committee trading meeting to review
results and factors affecting performance;
• re-platforming our digital assets to improve user
experience; and
• Reach Studios set up to produce video content.
Change in year:
Stable
Page views have remained broadly stable over
2024, though increased in the final quarter of the
year. We have focused on a number of activities
to help support or grow page views, including:
• Content Hub, to evolve and engage with our
audiences;
• Reach Studio, to create video content that
builds audience volume and engagement;
• increased capacity within the distribution teams
focusing on improving visibility of our content; and
• continued to grow US operations.
3. Inability to recruit and retain talent
Risk owner: Group Human Resources Director
Appetite: Flexible
The inability to recruit and retain talent with appropriate
skills, knowledge and experience would compromise our
ability to deliver our strategy. This may be caused by:
• lack of understanding of people/skills required by
the business;
• employment market trends e.g. wages;
• reward insufficient to retain and attract the best;
• reliance on key individuals;
• lack of employee movement or progression; and
• capacity for change/volume of change.
• we continually monitor and review:
• turnover levels;
• pay and benefits;
• employee proposition;
• succession plans in place for key senior roles;
• digital capabilities of our workforce;
• the recruitment channels and opportunities to
expand our talent pool (e.g. outside London); and
• diversity and inclusion.
• regular reporting to the Board on key people metrics
and trends.
Change in year:
Improving
We have seen this risk improve slightly over the
course of the year due to availability of editorial
talent as other publishers restructured. In other
areas of the business, the risk has remained stable.
Risk report continued
Key
Improving Stable
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Risk and description How we mitigate the risk Change in year
Operational
4. Acceleration of print circulation decline
Risk owner: Executive Committee
Appetite: Flexible
An acceleration of the decline in demand for printed
newspapers at the national and local level due to
industry-wide changing consumer habits. This could
result in:
• lower circulation revenue;
• reduced advertiser spending on print advertising;
• print site costs per copy increase, due to fixed costs
• distribution through wholesalers becoming
less economic at lower volumes; and
• revenue falls at a higher rate than costs,
impacting profits.
• weekly Executive Committee trading meeting to
review results and other factors affecting performance;
• bi-annual Board strategy days;
• annual budget set, approved by Board. Regular
re-forecast throughout the year;
• long-term planning for manufacturing
and distribution decline; and
• cover price increases used to offset fall
in circulation revenue.
Change in year:
Stable
Circulation decline has continued at a stable pace
and in line with our expectations throughout 2024.
The Executive Committee and Board review
regularly, to monitor trends and consider
cover price updates and other actions.
5. Cyber attack
Risk owner: Chief Financial Officer/Chief Information Officer
Appetite: Cautious
An internal or external cyber threat or attack, or a breach
within one of our suppliers, could lead to:
• direct impact on our ability to produce and publish
content either digitally or in print;
• resultant immediate impact on income and profits;
• reputational damage and loss of market share;
• management time required to manage back to BAU; and
• other core systems inaccessible.
• business-critical systems well established and supported
by disaster recovery plans;
• regular assessment of vulnerability and ability
to re-establish operations in the event of a failure;
• cyber incident training and table-top exercises
to rehearse re-establishing operations in the event
of a failure;
• hardened cloud environments to contain the damage
from a potential cyber attack; and
• regular penetration tests.
Change in year:
Stable
Given our continued strategic focus on customer
data as a source of revenue, the potential gross
risk of a cyber security breach is increasing all the
time. In response we continued to deliver cyber
security improvements and focused on the
preparedness and management of cyber
incidents, including cyber incident training and
table-top exercises. We have continued to harden
our cloud environments and performed regular
penetration tests to identify vulnerabilities. As a
result, the net risk has remained stable.
Risk report continued
Key
Improving Stable
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Risk and description How we mitigate the risk Change in year
Operational continued
6. Supply chain disruption
Risk owner: Chief Operating Officer/Chief Financial Officer/
Chief Product Officer
Appetite: Cautious
Our print and digital products rely on a small number of key
suppliers and could be adversely affected by changes to
supplier dynamics. A major failure, breach or prolonged
performance issues at a key supplier could result in:
• business interruption or disruption;
• damage to reputation;
• loss of revenue;
• increased costs; and
• reduced service and product quality.
• monitor and manage all key third-party print and
information systems and technology providers;
• business continuity/disaster recovery plans
in place with our key partners;
• clear governance arrangements covering
risk management, change control, security
and service delivery;
• use of multiple suppliers where possible;
• stock holdings at levels that would provide
time to switch to alternative suppliers; and
• robust on-boarding of suppliers.
Change in year:
Stable
The risk has remained broadly stable in the year,
though we closely monitored the impact of
disruption to trade routes in the Middle East on
our print-related suppliers and increased stock
holdings as a result. The Audit & Risk Committee
undertook a deep-dive into this risk in the summer,
including reviewing the key processes and controls
in place to monitor and manage this risk.
7. Health and safety incident
Risk owner: Chief Operating Officer
Appetite: Minimalist
Reach operates manufacturing sites and sends journalists to
high-risk locations. This results in the inherent risk of injury or
death to colleagues, freelance journalists, contractors or
other visitors to our sites. Online abuse of journalists, including
harassment, threats and attempts to undermine their
credibility can create a challenging and sometimes hostile
environment for them to perform their duties effectively.
• Group-wide health and safety policies and
management system;
• health and safety committees across the business
monitor compliance;
• health and safety manager and occupational health
provider at every site;
• risk assessments in key areas of the business covering
work in hostile and high-risk environments;
• health and wellbeing support, including for mental health,
to all our colleagues;
• Online Safety Editor monitors threats and abuse towards
our journalists; and
• ISO 45001 certification confirms the operation of controls
at manufacturing locations.
Change in year:
Stable
Overall, health and safety risk has remained stable
with incidents remaining consistently low. However,
within editorial, the gross risk has increased
as a result of reporting from war zones in Ukraine
and the Middle East, and civil unrest in the UK.
Our established procedures to protect colleagues
working in high-risk environments, including online,
have once again helped to ensure that the net risk
remained stable.
8. Published content and/or editorial practices
Risk owner: Group General Counsel/Chief Digital Publisher
Appetite: Cautious
We publish significant volumes of content every day across
our national and local titles. Breaches of regulations or
editorial guidelines, editorial errors, or issues with the tone of
our content could damage our reputation, cause us to lose
readership, or put us at risk of legal or regulatory proceedings.
• governance structures provide clear accountability
for compliance with all laws and regulations;
• policies and procedures in place to meet
all relevant requirements, refreshed in 2024;
• monitor upcoming legislative changes
and emerging trends; and
• all editorial employees are trained on how to
create content that complies with relevant legislation.
Change in year:
Stable
While occasional complaints and corrections are
unavoidable given the number of titles and volume
of content published, the number of incidents in
2024 has been consistent with prior years and is
deemed acceptable.
Risk report continued
Key
Improving Stable
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Risk and description How we mitigate the risk Change in year
Financial
9. Lack of funding capability
Risk owner: Chief Financial Officer
Appetite: Cautious
Lack of funding or available cash to meet business
needs. This may be caused by a lack of working capital,
unexpected increases in interest costs or increased
liabilities, in particular due to defined benefit pension
schemes or settlement of historical legal issues.
• committed loan facilities to December 2028;
• regular forecasting and monitoring of cash flow, including
daily updates to cash flow forecasts;
• weekly cash flow and debt meetings;
• monthly Treasury Committee meetings chaired
by the CFO;
• regular reporting to the Board;
• regular discussions with pension scheme trustees
to review ways of de-risking our pension liabilities; and
• regular reviews, updates and provisioning for historical
legal liabilities.
Change in year:
Improving
The risk has improved in 2024 with the extension
of our committed loan facilities and falling interest
rates in the second half of the year. The Company
completed refinancing of its banking facilities in late
2024. The facility comprises a £145m Revolving
Credit Facility (“RCF”), with a four-year maturity to
December 2028 including an option to extend by up
to one year. We also continued to make significant
payments to our pension schemes and to settle
liabilities for historical legal issues.
Regulatory
10. Data protection failure
Risk owner: Group General Counsel/Data Protection Officer
Appetite: Minimalist
A contravention of data protection regulations
applicable to Reach, such as the UK or EU General Data
Protection Regulations (GDPR), Privacy and Electronic
Communications Regulations 2003 (PECR), various
state and federal legislation in the US and Canada (e.g. the
updated California Consumer Privacy Act CCPA Amended),
could lead to monetary penalties, reputational damage
and a loss of customer trust.
• governance structures to direct and oversee our data
protection strategy;
• data protection policies, processes and controls;
• Data Protection Officer and team;
• champions across the business;
• ‘data protection by design and default’ approach
to collecting and using personal data;
• a comprehensive data protection and privacy plan; and
• active ‘horizon scanning’ to ensure legislative changes
and guidance are anticipated and planned for.
Change in year:
Stable
The risk has remained stable during the year
though the regulatory landscape continues to
increase in complexity, increasing the gross risk
of regulatory breach. We continued to focus on
embedding data, enhancing and embedding
controls and processes, and responding to evolving
requirements in the US. While our collection and use
of personal data continues to increase, breaches
and incidents have more than halved since 2022.
Risk report continued
Key
Improving Stable
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Strategic Report Governance Financial Statements Other Information
VIABILITY STATEMENT
In accordance with the UK Corporate Governance Code
the directors have assessed the Group’s prospects over
an appropriate period of time selected by them.
The directors assessed the prospects of the Group
over a three-year period as it enables thorough
consideration of the investment required to drive growth
in digital and the impact of declining print revenues,
and this time period is deemed to appropriately reflect
the evolving environment in which the Group operates.
The assessment took into account the Group’s current
and future financial position, principal and emerging
risks and uncertainties facing the Group which have
the greatest potential impact on viability in the period.
The projections used for the purpose of the viability
assessment comprise the annual budget (which is also
used by the Remuneration Committee to set targets for
the annual incentive plan) together with consideration
of future year projections used in connection with the
Group’s impairment review.
A number of key assumptions were made in generating
the baseline three-year forecast as follows:
• digital growth supported by investment in the
Customer Value Strategy;
• print revenue declines with reference to recent
trends and reduction in related costs;
• overall stability in total current revenue decline
and operating profit levels;
• funding of the historical defined benefit pension
obligations based on the existing schedule of
contributions agreed with the Trustees;
• payments in relation to historical legal issues
reflecting the provisions held in the balance sheet;
• covenant compliance on existing financing facilities;
and
• dividend payments in each year.
The assessment was undertaken recognising the principal risks and uncertainties that could have the greatest
potential impact on viability in the period. A number of hypothetical scenarios have been modelled. While each of
the principal risks on pages 54 to 58 has a potential impact and has been considered as part of the assessment,
only those that represent severe but plausible scenarios were selected for modelling, summarised below:
Scenario Associated principal risk(s) Description
Adverse changes in
external environment
leading to lower than
expected revenue and
higher than expected
costs
Macroeconomic environment
Drop in digital page views
Acceleration of print
circulation decline
Inflationary pressure in the Group’s cost base alongside
a deterioration in consumer and advertiser confidence
Temporary disruption
caused by supply chain
or manufacturing issues
Supply chain disruption
Drop in digital page views
Acceleration of print
circulation decline
Temporary key supplier or manufacturing failure, impacting
our print revenue streams
Cyber security breach Cyber attack
Data protection failure
Published content and/or
editorial practices
An external cyber attack which leads to breaches of confidential
data and interruption to our systems and services, resulting in a
material reduction in page views and subsequent digital revenues,
together with additional investigation and remediation costs while
the attack is rectified, in addition to associated regulatory costs
and fines
These scenarios were assessed individually and in unison to understand our capacity for each risk incident and
further stress test viability. The modelling showed that the Group would be able to withstand the impact of these
scenarios occurring over the assessment period. The Board also assessed the likely effectiveness of any proposed
mitigating actions. This did not change the conclusions of the assessment.
Based on the above, the directors have a reasonable
expectation that the Group will remain viable and be
able to continue operations and meet its liabilities as
they fall due over the three-year period considered.
Such future assessments are subject to a level of
uncertainty that increases with time and, therefore,
future outcomes cannot be guaranteed or predicted
with certainty.
The Strategic Report was approved on behalf of
the Board on 4 March 2025.
Darren Fisher
Chief Financial Officer
4 March 2025
59
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STRONG GOVERNANCE TO
SUPPORT STRATEGIC DELIVERY
Nick Prettejohn
Chairman
Effective corporate governance becomes all the more
important when trying to achieve our strategic goals in
a dynamic and ever-changing environment, requiring
agility and quick adaptability.
The Board closely monitors culture and internal
practices across the business to make sure they’re
aligned with our purpose and strategy, and we
recognise that governance plays a key role in setting
teams up for success. We nurture a culture that
encourages colleagues to be entrepreneurial, take
advantage of development opportunities and fulfil
their potential.
Below is a summary of the most important Board
activities in 2024. These initiatives are outlined in
more detail throughout the Governance Report.
Continued focus on strategic delivery
The Board’s focus in 2024 has been on guiding,
supporting and holding management to account for
the continued delivery of our Customer Value Strategy
(CVS) and the journey to becoming a digital-first
organisation. The Board discussed progress on
investment initiatives to support digital growth, diversify
revenue streams and further develop audience insight,
which were reviewed and endorsed by the Board in
2023. More information on the Board’s strategy days
can be found on page 66.
In response to the continuously evolving online
media environment, and in developing strategies
to reach new audiences, the Board supported the
implementation of the Content Hub, an updated
editorial structure that enables our newsrooms to use
resources more efficiently and create niche topic areas
and topic experts with strong search authority.
Producing high-quality multi-platform content through
our Studio team has been another priority, and we’ve
invested in new Studio facilities in both London and
some of our regional hubs. Good progress has been
made during 2024, and the Board will continue to
monitor and provide oversight as both the Content
Hub and Studio facilities progress in 2025 and beyond.
The Board was pleased to see that the US investment
grew during 2024, an organic growth initiative we
approved in late 2022. The Board has regularly
discussed the US expansion, including the newly
appointed Managing Director in the US attending
a Board meeting, where we reviewed key actions
to further grow US audiences.
Our Board and Executive Committee
There have been no changes to the Board's composition
during 2024. Through the Nomination Committee, the
Board considers its composition and succession planning
on an ongoing basis, including identifying skills that could
enhance its current composition and which should be
considered when making future appointments.
Olivia Streatfeild who reached nine years of service in
January 2025 has indicated her willingness to remain
on the Board and will stand for re-election at the 2025
AGM. She continues to provide a wealth of strategic
and commercial knowledge and experience to Board
discussions. As part of rotation of Board roles, Barry
Panayi, Non-Executive Director, will be taking over as
Remuneration Committee Chair and Denise Jagger,
Senior Independent Director, will be taking on the role
of Colleague Ambassador at the conclusion of the
AGM on 1 May 2025.
Chairman's statement
60Reach plc Annual Report 2024
Strategic Report
Governance
Financial Statements
Other Information
Compliance with the UK
Corporate Governance Code
The Board considers that, during 2024,
the Company applied the principles and complied
with the provisions of the Financial Reporting
Council’s (FRC) 2018 UK Corporate Governance
Code (2018 Code). You can read more about our
compliance with the 2018 Code on page 104.
We continue to meet the targets on Board diversity that
must be reported on under the Listing Rule requirements,
and we will continue to prioritise diversity on the Board.
The Board acknowledges that, as set out on page 78,
there is still progress to be made at Executive Committee
and senior management level regarding ethnic
diversity. We recognise that diversity needs to be
considered throughout the whole organisation to
maintain a strong and diverse pipeline of talent and
to ensure that the organisation better reflects its wider
audience. We have discussed in detail ethnicity and
diversity data through the hiring process and started
to collect it in 2024 to establish potential areas
of opportunity.
The Board has continued to work closely with
the Executive Committee and other senior leaders,
particularly through the two Board strategy meetings.
Individual non-executive directors have continued to
provide insight and expertise in certain areas to teams
outside the formal Board meeting structure, and their
advice has been positively received. This enables
non-executive directors to share their deep knowledge
and expertise, assisting strategic decision-making
in the boardroom and, in turn, gaining wider insight
into the business in a less formal setting.
Risk management and internal controls
We have continued to make good progress on the
journey to strengthen the effectiveness of our risk
management and internal control framework. While
Reach has a well-established and mature system
of internal controls, a working group and steering
committee were established in 2024 to assist with
the documentation and review of controls and the
subsequent prioritisation of those controls internally.
A risk-based assurance framework will then be
developed in order to support the Board's declaration,
which is required at the end of 2026, in accordance
with the 2024 UK Corporate Governance Code.
The Audit & Risk Committee has overseen this
workstream and is pleased with the progress
made to date, which will continue throughout 2025.
Reflecting on our effectiveness as a Board
A vital part of Board governance is to reflect on our own
performance and consider ways we can improve our
processes and behaviours to ensure we are operating
effectively. During 2024, we took several actions to
address the issues and recommendations that arose
from our internal Board evaluation in 2023, covering
Board engagement, succession planning, and risk
and controls. At the end of 2024, we conducted
another internal Board evaluation through a detailed
questionnaire. You can find more details on our
processes, recommendations and actions on
pages 76 and 77, and we will report on progress
against 2024’s recommendations at the end of 2025.
Remuneration
At the 2024 Annual General Meeting (AGM), shareholders
voted 89.92% in favour of renewing the three-year
authority of our Directors’ Remuneration Policy (the
Policy) and 92.01% in favour of operating our share
plans within the 10% in 10 years share plan dilution limit
(removing the 5% in 10 years limit for selective plans).
In 2023 and early 2024, the Remuneration Committee
reviewed the Policy approved at the 2021 AGM and
proposed to roll the Policy forward materially with
only minor changes. The full Policy can be found
in the Company’s 2023 Annual Report, available
on the Company’s website at
www.reachplc.com/investors/results-and-reports.
You can read more about this in our section 172
statement on pages 70 to 73.
The year ahead
The Board will continue to oversee the data-driven CVS,
which saw digital revenue return to growth in 2024.
While we expect industry change to continue into 2025,
our role as a Board will remain focused on supporting
management and holding them to account on the
transition to a more resilient digital business.
Nick Prettejohn
Chairman
4 March 2025
Chairman's statement continued
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Our Board
Nick Prettejohn
Chairman
Jim Mullen
Chief Executive Officer
Darren Fisher
Chief Financial Officer
Appointment date: March 2018
(appointed as Chairman in May 2018)
Skills, experience and contribution: Nick has significant
chairmanship and listed company experience. Since his
appointment in 2018, he has successfully led the Board
through a period of transition, bringing on board a new
CEO, two CFOs, a Senior Independent Director and an
Audit & Risk Committee Chair. Nick has deep financial
services experience, in-depth regulatory knowledge,
significant experience in strategic planning and
implementation, and strong leadership qualities.
The Board believes Nick’s strong leadership and chairing
skills mean he continues to effectively lead the Board.
Some of Nick’s previous appointments include
Chairman of the Financial Services Practitioner Panel,
the Britten-Pears Foundation, Brit Insurance, the Royal
Northern College of Music and Scottish Widows Limited.
He was also Non-Executive Director of Lloyds Banking
Group plc, the Prudential Regulation Authority and
Legal & General plc, Member of the BBC Trust, and
CEO of Prudential UK and Europe and Lloyd’s of London.
Current external appointments: Chairman of TSB
Banking Group plc and the charity Prisoners Abroad,
Senior Independent Director of YouGov plc and Trustee
of the charity Opera Ventures.
Appointment date: August 2019
Skills, experience and contribution: Jim has significant
experience in advertising and communications, having
spent more than 10 years in some of the industry’s
leading marketing and communications groups, as
well as on significant digital transformation projects.
Since his appointment in August 2019, Jim has
developed and communicated a clear strategic vision
for the future of the business, and the Board considers
his continuing leadership critical to executing the
strategy. Some of Jim’s previous appointments include
Group CEO of Ladbrokes Coral plc and Ladbrokes plc,
Chief Operating Officer of William Hill Online and
Director of Digital Strategy and Product Management
at News International.
Current external appointments: Senior Non-Executive
Director of Racecourse Media Group.
Appointment date: February 2023
Skills, experience and contribution: Darren is
a seasoned finance professional with more than
30 years’ leadership experience in global multi-service
sector, blue-chip companies in the UK, India and
Australia. He has worked across the media, technology,
business services and aviation sectors. Darren’s
extensive experience enables him to offer the
Board relevant insight into strategy development
and implementation, business transformation
and integrating acquisitions.
Darren was previously Group Director of Finance at ITV
plc, responsible for the group finance functions and
operations. He was also divisional CFO for the Media &
Entertainment division, which contains the UK broadcast
business as well as ITV’s digital offerings (ITVX). He has
previously served as Director of Finance for Micro Focus
plc, Sage plc and Xchanging plc.
Current external appointments: None.
Nomination Committee Audit & Risk Committee Sustainability Committee
Remuneration Committee Denotes Committee chair
OUR BOARD
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Nomination Committee Audit & Risk Committee Sustainability Committee
Remuneration Committee Denotes Committee chair
Denise Jagger
Senior Independent
Director
Priya Guha, MBE
Independent
Non-Executive Director
Anne Bulford, CBE
Independent
Non-Executive Director
Appointment date: December 2022
Skills, experience and contribution: Denise is a
qualified solicitor, having been a partner at Addleshaw
Goddard and, until 2020, at Eversheds Sutherlands LLP.
Denise brings extensive governance and plc experience
to the Board, having held several non-executive
positions during her career. Her previous appointments
include Non-Executive Director at CLS Holdings plc,
Bellway plc, Pool Reinsurance Company Limited, Redrow
plc and the British Olympic Association, and Chair and
Pro Chancellor of the University of York. She was also
a Director of Asda Stores, and Group General Counsel
and Company Secretary of Asda Walmart. Through
these roles, she has acquired a broad range of M&A,
finance raising, competition, regulation compliance,
HR and remuneration and benefits experience.
Current external appointments: Senior Independent
Director of Topps Tiles plc, Trustee of the National Trust
and a Member of the Advisory Panel of the charity
IntoUniversity.
Appointment date: September 2022
Skills, experience and contribution: Priya brings a
unique mix of senior diplomatic and governmental
leadership to the Board, alongside extensive experience
of the technology sector. She is a Venture Partner at
Merian Ventures, with a focus on women-led innovation
investments. She is also a Non-Executive Director of
Herald Investment Trust and UK Research & Innovation
and Senior Independent Director of Digital Catapult.
Previously, Priya was a career diplomat, most recently
as British Consul General to San Francisco, with postings
before that in India and Spain. In 2021, Priya was
awarded an MBE for services to international trade
and women in innovation.
Current external appointments: Venture Partner
at Merian Ventures, Non-Executive Director of Herald
Investment Trust and UK Research & Innovation, Senior
Independent Director of Digital Catapult, Member of
Associate Faculty at the Hult Ashridge Business School,
Member of the Royal Academy of Engineering
International Committee and Trustee of TechSheCan.
Appointment date: June 2019
Skills, experience and contribution: Anne is a chartered
accountant and an experienced media CFO and Audit
Committee Chair. The Board considers her continuing
leadership of the Audit & Risk Committee to be
important in ensuring the Company continues to benefit
from an independent and objective audit. Anne was
awarded an OBE in 2012 for services to UK broadcasting
and, in 2020, a CBE for services to broadcasting and
charity. Some of Anne’s previous appointments include
Deputy Director General of the BBC and Chief Operating
Officer of Channel 4. Her previous non-executive roles
include Chair of the Audit Committee of the Executive
Committee of the Army Board and Audit Committee
Chair of Ofcom and the Ministry of Justice. Anne
qualified as a chartered accountant with KPMG
and spent 12 years in practice.
Current external appointments: Non-Executive
Member of KPMG’s Public Interest Committee,
Non-Executive Chair of Trustees of Great Ormond
Street Children’s Hospital Charity and Governor
of the Royal Ballet.
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Our Board continued
Nomination Committee Audit & Risk Committee Sustainability Committee
Remuneration Committee Denotes Committee chair
Olivia Streatfeild
Independent Non-Executive
Director and Colleague
Ambassador
Wais Shaifta
Independent
Non-Executive Director
Barry Panayi
Independent
Non-Executive Director
Appointment date: January 2016
Skills, experience and contribution: Olivia has a strong
commercial and consumer background, having
previously held executive roles at TalkTalk, including
as Commercial Director and Marketing & CRM Director.
Olivia has a data-driven and analytical approach to
problem-solving, having worked in consulting for
McKinsey & Company. This enables Olivia to support
the Board in overseeing the data-driven and
customer-centric strategy. Some of Olivia’s previous
appointments include Chief Executive Officer of INTO
University Partnerships, Commercial Director of
TalkTalk’s consumer business and Partner at Sir Charles
Dunstone’s investment vehicle, Freston Ventures. Olivia
was an Associate Principal at McKinsey & Company
and a leader in the business’s consumer retail practice.
Current external appointments: Chief Executive Officer
of Flamingo Group International and Non-Executive
Director of Denhay Farms Limited.
See page 77 for the Board's assessment of Olivia
Streatfeild's independence.
Appointment date: September 2022
Skills, experience and contribution: Wais brings a
varied ecommerce background and customer focus
expertise to the Board, having previously held executive
roles in several online businesses. He has extensive
experience driving growth and transformation for
several digitally enabled brands, with a track record of
leveraging data to drive customer engagement. As the
former CEO of Push Doctor, one of the leading digital
healthcare companies in Europe, Wais worked in
partnership with the NHS to connect thousands of
patients each week with clinicians. Before joining Push
Doctor, Wais was Director of Global Operations at
Treatwell and before that International Operations
Director at Just Eat.
Current external appointments: Non-Executive Director
and Chair of the Sustainability Committee and
Remuneration Committee of The Gym Group plc,
Non-Executive Director of The Co-operative Group
Limited and Snappy Shopper Ltd, Operating Partner of
Samaipata and Senior Independent Trustee of The
Football Foundation.
Appointment date: October 2021
Skills, experience and contribution: Barry is an
established and recognised leader in the digital and
data space, having spent most of his career in senior
positions at a range of sectors focusing on data, insight
and analytics capability development. He has current
executive experience, having worked as Chief Data and
Insight Officer at the John Lewis Partnership since March
2021. Before this, he was Group Chief Data & Analytics
Officer at Lloyds Banking Group. Barry has extensive
experience in leading data-driven transformations and
managing large teams, having also held senior roles at
Bupa and Virgin Group. He started his career working in
consultancy for EY, specialising in data and digital.
Current external appointments: Chief Data and Insight
Officer at the John Lewis Partnership and Non-Executive
Director of Ofgem.
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BOARD
FEBRUARY
MARCH
APRIL
MAY
• Editorial review and
discussion on the
creation of the
Content Hub
• Presentation from an
external expert on Net
Promoter Scores (NPS)
• Financial training
for Audit & Risk
Committee members
• 2023 full-year results
released and final
dividend declared
to shareholders
• 2023 Annual Report
approved
• Broker update covering
the full-year results and
roadshow, equity market
backdrop and macro
economy
• Approval of the Reach
Pension Plan to Master
Trust model
• Update on the US
business from newly
appointed Managing
Director, US
• 2023 Gender Pay Gap
Report approved
• Strategy off-site
meeting held in
Glasgow to discuss
progress against the
CVS, including Mantis,
non-advertising
revenues, Studio
and the Content Hub
• Colleague lunch held
with the Board,
Executive Committee
and regional leaders
in Glasgow
• Mirror deep dive with
newly appointed
Editor-in-Chief
• AGM held with
shareholders and
Remuneration
Policy approved
• Q1 trading update
released
• Modern Slavery
Statement approved
• Colleague lunch held
with the Board and
Finance Leadership
Team
BOARD ACTIVITIES DURING 2024
• Submission of
sustainability targets to
Science Based Targets
initiative (SBTi) for
validation approved
• Approach to our third
year of reporting under
TCFD approved, including
metrics and targets
• 2025 budget approved
• Refinancing of the
Revolving Credit Facility
approved
• Express deep dive with
newly appointed
Editor-in-Chief
• Annual review of
corporate governance
compliance
• 2024 half-year results and
interim dividend declared
to shareholders
• Sharesave scheme
approved for launch in
UK, Ireland and the US for
eligible employees
• Colleague breakfast
hosted by non-executive
directors
• Update on cyber security
programme
JULY
• Second strategy off-site
meeting held in
Birmingham
• Colleague lunch held
with the Board, the
Executive Committee
and regional leaders
in Birmingham
• Update on Mantis and
its role in the
Company’s strategy
• Purchase of £0.6m of
shares into the
employee benefit trust
approved
SEPTEMBER
• Climate-related
training for the
Board and
Executive
Committee
• Colleague breakfast hosted
by non-executive directors
• Q3 trading update released
• Update on data protection
priorities and progress
NOVEMBER
OCTOBER
DECEMBER
MANTIS
Mantis, our proprietary
ad tech platform, was
launched in 2019 as an
AI brand safety solution
product for publishers
and advertisers, and
since then, has also
developed as a
contextual targeting and
recommender tool. The
Board frequently receives
updates on Mantis and
its development into a
standalone product.
The Board has invested
in people to drive Mantis’s
growth, which included
the appointment of a
managing director in
June. At the strategy
meeting in September,
the Board discussed
the progress of the
partnerships in place
in 2024 and the
growth opportunities.
For more information
on Mantis, please
see page 8.
IN ACTION
65Reach plc Annual Report 2024Strategic Report
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Board in action continued
Purpose
Our purpose is to enlighten, empower and entertain
through brilliant journalism.
This purpose directly informs and inspires our strategy.
By better understanding our customers and delivering
more data-led content and advertising, we can
continue to invest in our journalism, our people
and our future.
To deliver our purpose, we must continue to strengthen
our data capabilities and audience engagement, and
support our strategy by maintaining a company culture
that empowers our people to perform at their best.
For more information, see Our strategy on page 12 of the
Strategic Report.
Strategy days
The Board held two in-depth strategy days in 2024: the
first in April and the second in September. The goals
and objectives of the sessions were to reflect on the
Company’s progress with CVS, review progress on
investment initiatives endorsed by the Board in 2023
and identify further areas with potential for growth.
Given the importance to the Board of understanding the
business rationale and the risks and opportunities faced,
it worked together with the Executive Committee
throughout the strategy days to encourage an
immersive debate and discussion.
The main topics covered were:
• reaffirming Reach’s CVS priorities of a data-driven
approach enabling a richer understanding of our
audiences, and broadening revenue beyond
advertising while still protecting our core purpose,
journalism;
• newsroom transformation to further support
the digital-first approach;
• key growth areas, including youth and social
audiences; and
• ways to improve engagement and user experience,
including a new website platform.
Outcomes from these topics were:
• continued diversification of revenue streams through
Mantis, affiliates and ecommerce. Reach’s own
ecommerce platform, Yimbly, was launched in 2024;
SUPPORTING
DELIVERY OF
THE STRATEGY
• launching the centralised Content Hub, enabling
editorial teams to adapt quickly to breaking news
or trending stories and reach wider audiences;
• a new website platform was trialled on the Liverpool
Echo, which doubled page loading speeds, removed
the issues of page shifting and ad buffering and
increased page views per visit. The platform has
since been launched for numerous titles and we
will continue to roll it out through 2025; and
• further investment in multi-platform content
was approved for new Studio facilities in London
and various regional hubs.
Next steps
Given the ongoing development of strategic priorities,
the Board will continue to monitor and evaluate
progress made. As well as reviewing progress at two
planned off-site strategy sessions in 2025, the Board
will spend time outside these sessions discussing all
aspects of the strategy.
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"Through the opportunity to speak to colleagues at
the colleague breakfast, I was not only able to
understand the sentiment around certain elements
of the strategy but also discuss in depth what the
feelings, hopes and challenges were around topics
such as the use and management of AI across
Reach and the excitement around the plans to
produce more high-quality video content in-house.
Hearing real examples was great confirmation that
Reach is focusing on the areas that our
colleagues believe are huge opportunities
and are confident we can excel in."
Barry Panayi, Non-Executive Director
The Board wants Reach to be a community in which all
colleagues feel respected, happy in their work, united by
a shared purpose and empowered to succeed. While
the Board works to establish and support this culture, it
is the individual actions of all colleagues that make it
a reality and ensure that these values are embedded
within the business.
For the Board, developing a culture that encourages and
creates opportunities for individuals and teams to thrive
and to realise their full potential is not only the right thing
to do for us as people, but also helps create long-term
value for shareholders and stakeholders.
Throughout 2024, the Board used several indicators
and measures to monitor and assess the Group’s culture,
and we describe some of those below.
Employee engagement surveys
and experience
The Board receives quarterly reports on
engagement survey results, which
contain several culture-related questions.
The HR Director reports the findings to the Board
and discusses key focus areas and actions in detail.
The mechanisms for understanding
engagement include:
• employee metrics (such as absence, unplanned
leavers and churn), employee relations cases,
health and wellbeing, and talent, including
management training;
• engagement forums, such as interest networks,
working groups, ambassadors and union
relationships; and
• employee feedback, such as monthly surveys, focus
groups, leadership meetings and monthly check-ins
for all colleagues with their managers.
These are all supported by clear data and evidence.
Olivia reports her observations and the matters
raised by colleagues to the Board to make sure they
are considered and factored into key decisions.
Denise Jagger will take over as Colleague Ambassador
on 1 May 2025.
Colleague breakfasts
In 2023, the Board decided to expand opportunities
for engagement with the workforce and introduced
colleague breakfasts with non-executive directors
(without senior executives present) to our events
schedule. This continued in 2024, with Olivia Streatfeild
hosting both breakfasts as Colleague Ambassador,
joined by Denise Jagger in July and Barry Panayi in
October. The breakfasts were held in person in small
groups to make sure everyone had a chance to be
heard and give the Board a direct insight into the
opinions of the workforce, its current morale and any
MONITORING
OUR CULTURE
Close monitoring of employee sentiment and feedback
through the monthly pulse survey allows the impact of
initiatives to be quickly assessed, as well as highlighting
areas where specific action needs to be taken. In 2024,
the survey highlighted a positive response to the
Company’s annual pay award, with sentiment around
reward improving significantly. In response to lower
sentiment relating to the management of change and
transformation, the approach to communicating
change initiatives, such as the implementation of the
new Content Hub, was adjusted to promote earlier
engagement and involvement from colleagues.
Colleague Ambassador
In her role as Colleague Ambassador, Non-Executive
Director Olivia Streatfeild provides the Board with an
independent link to our workforce. Olivia joins regular
employee engagement review meetings with our Group
HR Director, which cover key diversity and inclusion
initiatives and outputs, overall employee experiences
and feedback, and talent and succession planning.
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In September, the Company announced its partnership
with The King’s Trust to launch Get Into Journalism, a
four-week training programme for young people from
underprivileged and underrepresented backgrounds.
Jim Mullen, our CEO, provided updates to the Board
outlining the success of the programme, including
eight candidates securing an apprenticeship in our
newsrooms. You can read more about this on page 34.
The Board recognises that the employee data it receives
helps it to understand and refine the cultural and
organisational characteristics of Reach. During 2025,
it will continue to focus on gathering high-quality
information to enable it to monitor progress.
Talent
The Nomination Committee regularly receives talent
assessment updates about the Executive Committee
and its direct reports. This provides the Board with insight
into decision-making around investing, succession
planning and managing our talent pipeline, in line
with Reach’s values, vision and strategy.
Gender Pay Gap
The Remuneration Committee undertook a deep dive to
understand the various factors contributing to the small
increase between the 2023 and 2024 Gender Pay Gap.
We will continue to monitor the situation closely so that
we can maintain the long-term downward trend of our
Gender Pay Gap.
Compliance
The Board oversees the implementation of policies
regarding anti-bribery, anti-slavery, data protection
and cyber security. It also oversees e-learning
modules for colleagues and receives regular updates
on completion rates. The Director of Risk and Audit
provides updates on any matters raised through
the Group’s whistleblowing procedures.
Board in action continued
Directors’ attendance at Board and Committee
meetings during the year is outlined below:
Director
Board
Nomination
Committee
Sustainability
Committee
Audit & Risk
Committee
Remuneration
Committee
Nick Prettejohn
1
8/10 2/2 2/2 n/a 4/5
Anne Bulford 10/10 2/2 2/2 5/5 5/5
Darren Fisher 10/10 n/a 2/2 n/a n/a
Priya Guha 10/10 2/2 2/2 5/5 5/5
Denise Jagger
2
10/10 2/2 2/2 4/5 5/5
Jim Mullen 10/10 2/2 2/2 n/a n/a
Barry Panayi 10/10 2/2 2/2 5/5 5/5
Wais Shaifta
3
9/10 1/2 2/2 4/5 4/5
Olivia
Streatfeild
4
9/10 2/2 2/2 4/5 5/5
1. Nick Prettejohn was unable to attend and Chair two
Board meetings and attend a Remuneration Committee
meeting as he was recovering from an operation.
2. Denise Jagger was unable to attend an Audit & Risk
Committee meeting due to a pre-agreed prior
commitment.
3. Wais Shaifta was unable to attend a Board,
Nomination Committee, Audit & Risk Committee
and a Remuneration Committee meeting due to
pre-agreed prior commitments.
4. Olivia Streatfeild was unable to attend a Board and an
Audit & Risk Committee meeting due to pre-agreed
prior commitments.
issues faced by the business. Colleagues from a wide
range of teams attended both breakfasts to ensure
a diverse range of voices were present, including the
editorial, commercial, finance, IT, HR, print, customer
and product teams.
The insights and outcomes of the sessions were fed
back to the Board at the following Board meetings.
Themes raised included:
• our plans to embrace AI and also manage the risks
it presents;
• ideas to foster a collaborative culture;
• supporting diversity and inclusion, in our teams
and our content; and
• our plans to produce more video content.
The sessions were very well received by both colleagues
and the Board and will continue in 2025.
Site visits
All our Board members met with colleagues in person
in 2024 as part of visits to our Glasgow and Birmingham
hubs, where they also held lunches with the Executive
Committee and other regional leaders. These allowed
the Board to gather views about how well the strategy
was understood and embedded within the business
and gain valuable insights into the regions.
Diversity and inclusion
The Group HR Director presented regular updates to the
Board. In 2024, these included updates on that year’s
agreed priorities (read more on page 34), which were:
• employee networks – supporting and evolving our
employee inclusion networks to grow membership
and increase value to members and the organisation;
• data – carrying out early analysis of ethnicity data
at the hiring stage to establish potential areas of
opportunity, and working with employee networks
on internal progression; and
• outreach – delivering talent outreach programmes
targeting communities less likely to pursue a career
in journalism.
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How have you seen the Company evolve since
you joined the Board?
There are three key areas that really stand out to me.
First, our digital and data capabilities have grown
immensely. Everything we do is driven by our CVS,
underpinned by headline metrics like revenue per
thousand pages (RPM), and we've built a formidable
dataset of registered users. The teams are forensically
analysing user data to drive engagement and
commercial benefits.
Second, the close collaboration between editorial
and commercial teams continues to grow, driving
an integrated, data-driven approach to revenue
generation. We’ve built up centres of excellence in
sports, politics, what’s on, and so on. This enables us
to better harness our scale for speed, efficiency and
cutting-edge campaigns.
And third, our colleague base has become far more
dynamic and inclusive. Reach speaks to, and for, a
diverse UK population from a range of backgrounds,
and we recognise the importance of our colleagues
representing our audience. We believe we are the natural
champion of the UK’s underrepresented segments
and are tailoring our talent strategies to reflect this. As
Colleague Ambassador, I host a series of breakfasts with
mixed groups of colleagues from across the Company
and I always come away wholly galvanised by their
conviction, diversity of skills and experience, and
restlessness to improve. It’s truly inspiring.
How is the Board supporting Reach's long-term
strategy and what Company milestones have
stood out to you during your tenure to date?
The Board has been focused on guiding the Company
through key challenges, like drawing a line under the
long-standing historical legal issues and also moving
closer to fully funding the Group’s pension obligations.
The Board is now looking forward to building on the
foundations of the CVS. It is focused on extending
the breadth of our content and enhancing the user
experience to encourage our audience to spend more
time on our platforms. We can see this happening
successfully with our investments in the Content Hub,
strengthening our authority in many lifestyle areas,
including health, gardening and sports beyond football.
In terms of achievements, several moments stand out.
These include launching the Live portfolio of online local
sites, as well as introducing the CVS itself. Moving to RPM
as a primary metric has sharpened our focus on what
drives success. There have also been pivotal editorial
moments, such as the Mirror breaking the news on the
political scandal of what is now called Partygate.
How does Reach support employee wellbeing
and engagement?
Supporting our colleagues is a key focus for Reach.
There’s been a huge emphasis on mental health,
with a range of resources available to employees,
and best-in-class online safety support. Our Diversity
and Inclusion (D&I) efforts have also grown tremendously
and we’re now recognised as one of the top diversity
employers, with employee inclusion networks being a
vital part of providing equal access to opportunities at
Reach. On top of that, we’ve developed a highly granular,
data-led view of the colleague base, which allows us to
dig deep into sentiment and engagement.
WITH OLIVIA
STREATFEILD
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S172
STATEMENT
As directors, we are committed to promoting the
long-term success of the Company for the benefit of
its members as a whole while responsibly balancing
the interests of our diverse stakeholder groups. In
accordance with section 172 of the UK Companies Act
2006 (the Act), we place the interests and insights of
our stakeholders at the heart of our decision-making.
This involves carefully considering the impact of our
actions on our people, customers, communities,
suppliers, shareholders and the environment.
We acknowledge that key decisions we make will affect
long-term performance. We also recognise that every
decision we make will not necessarily result in a positive
or equivalent outcome for all of our stakeholders.
By considering our purpose, vision and values,
together with our strategic priorities, we are better
able to choose the best course of action for the
Company while maintaining our reputation
for high standards of business conduct.
Our focus remains on ensuring that our actions
today support sustainable, long-term performance.
By continually assessing the outcomes of our
decisions, engaging in meaningful dialogue and
adapting to our stakeholders' evolving needs, we
aim to strengthen our resilience and adaptability
in a dynamic business environment.
In this section, we set out how the Board has, in
performing its duties over the year, considered matters
set out in section 172 of the Act, alongside examples of
how each of our key stakeholders has been considered
and engaged. We also discuss how we do this on pages
25 to 41 of the Strategic Report.
Remuneration Policy and share dilution limits
In May 2024, the updated three-year Remuneration
Policy and amendments to the Long Term Incentive
Plan (LTIP) rules regarding share plan dilution limits
were approved by shareholders at the AGM.
The Remuneration Committee undertook a thorough
review of the continuing appropriateness of the
previous Policy and proposed to materially roll
forward the Policy in terms of incentive quantum and
architecture. The Committee put this updated Policy
forward to ensure decisions taken by executives are
in the long-term best interests of stakeholders.
In deciding to propose revised share plan dilution
limits, the Board considered the impact on
colleagues and felt the new limit would enhance
the Group’s ability to make LTIP awards to colleagues
who had been making important contributions to
the business, particularly the Company’s continuing
transformation into a customer data-led business.
The Board, therefore, considered the change as
important in supporting the CVS, which also benefits
other stakeholder groups such as customers
and advertisers as well as our workforce.
The Committee also engaged with the top 11
shareholders (owning more than 70% of the
share register) via a formal consultation letter. The
Remuneration Committee Chair offered meetings
with shareholders to further discuss the proposals.
Following feedback received from shareholders, the
Company confirmed its intention to proceed with the
new Policy and revised dilution limit, and to also buy
shares into the employee benefit trust (EBT) when it
was appropriate to do so, to manage overall dilution
from share plans. The Board subsequently approved
the purchase of £0.6m of shares into the EBT in
September 2024, which involved careful review of the
Company’s cash and liquidity position to ensure
other financial obligations could continue to be met.
Principal decisions in 2024
Here are two examples of our principal decisions in 2024 and how we considered section 172 matters:
Science Based Targets submission
In 2024, the Sustainability Committee approved
the near-term Science Based Targets (SBTs)
for submission to the SBTi for official validation.
This forms part of the Company’s five-year climate
strategy, which was approved by the Sustainability
Committee in 2022.
The Company has committed to reducing the
negative impact that our operations have on the
environment. This included setting commitments to
reducing Scope 1, 2 and 3 greenhouse gas emissions.
To help decide on the Scope 1, 2 and 3 emission
reduction targets that would be submitted to the
SBTi, the Board instructed further analysis be
undertaken on how Reach could achieve its
proposed near-term SBT target. This included
detailed energy surveys to refine the investment
costs of the different emission reduction measures
to ensure these were affordable. It was determined
critical that any required investment would allow for
our financial obligations, particularly to our defined
benefit pension schemes, to continue to be met.
Investment costs for Scope 3 emission reductions
would involve engaging with material suppliers, and
further action would need to be taken by them to
reduce their emissions. The Board acknowledges
that working with low-carbon suppliers could affect
procurement costs and this was considered as part
of the approval process.
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S172 statement continued
Board engagement
Stakeholder How we engaged in 2024 Outcomes and impact
Our people
• Site visits to the Glasgow and Birmingham hubs, where the Board met with
colleagues on an informal basis and hosted lunches with Reach leaders
• Olivia Streatfeild, Colleague Ambassador, hosted two breakfast sessions
with colleagues, each attended by another non-executive director, to hear
directly from a diverse range of voices (read more on pages 67 and 68)
• The directors continued to interact with senior leaders and receive
presentations at Board meetings. Executive Committee members all
regularly presented to the Board, often discussing the views and
sentiments of their respective teams
• The Board launched a Sharesave scheme for colleagues in the UK,
Ireland and the US, enabling employee investment in the Group
• The Audit & Risk Committee undertook a deep dive into the attraction
and retention of talent, one of our principal risks
• The CEO held regular breakfast sessions with colleagues across the
business and communicated with colleagues via weekly emails as
well as livestreams throughout the year
• The Board received regular updates on HR matters, diversity and inclusion,
and employee engagement survey results
Site visits and face-to-face interactions with colleagues provided first-hand
insight into culture and sentiment within the business, helping the Board
make broader strategic decisions.
Using insight to drive people-based decisions means we can support
colleagues, fostering a positive working experience. Employee survey results
provide the Board with insights which help us keep colleagues engaged and
enable us to make better decisions for the workforce.
The Sharesave scheme, which will give colleagues the opportunity
to acquire shares in the business at a discounted rate at the end
of the savings period in 2027, has strengthened alignment between
employee and shareholder interests.
Customers
• Endorsed strategies to reach wider audiences, including the new
Studio team, which is focused on producing strong video content
• Discussed Guten, our in-house AI tool that assists our newsrooms by
automating and speeding up content uploading
• Continued the diversification of digital revenues, including OK! Beauty
Box and the launch of Yimbly, a dedicated marketplace platform
• Supported the rollout of a new platform for our websites to improve
the user experience
• Reviewed the Mirror, Express and Daily Star’s NPS
• Endorsed the creation of the Content Hub, allowing newsrooms to use
resources more efficiently, and create niche topics and topic experts
with strong search authority
The Board’s focus on customer engagement has enhanced our strategic
direction, enabling us to refine our content and adapt to customer
preferences. By expanding our video capabilities, we are better positioned
to provide relevant, diverse content that strengthens customer loyalty,
and can reach our audiences through various different media.
By diversifying our digital revenue streams, we can attract a different
audience demographic and also further enhance our advertising offering.
The NPS is a market research metric that measures customer satisfaction,
loyalty and enthusiasm. The Board agreed to reinvigorate the metric to gain
deeper insights into customer perceptions and responses to product
innovations and launched an updated NPS survey to customers.
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Stakeholder How we engaged in 2024 Outcomes and impact
Communities
• Participated in climate-related training
• The Sustainability Committee received presentations on the positive social
impact that the Group’s content has had on communities across the
country, through campaigns, lobbying and forcing change, protecting
the environment and promoting social good
• Monitored compliance with, and progress on, the journey to net zero and
climate-related reporting, including the Task Force on Climate-related
Financial Disclosures (TCFD)
• Received updates on the Get Into Journalism programme in partnership
with The King’s Trust, providing training and opportunities in journalism for
young people from underprivileged and underrepresented backgrounds
Reach’s titles publish content read by a wide audience and we have a
responsibility to uphold our reputation as a trustworthy news publisher.
Our titles are embedded within our communities, ensuring important
issues are covered and we spearhead campaigns to effect change.
Through further training, the Board’s understanding of near- and
medium-term Environmental, Social and Governance (ESG) compliance
has deepened.
We implemented a register for tracking the quantity and impact of editorial
ESG work within the Group, and the Board approved the submission of
near-term SBTs to the SBTi for official validation.
Advertisers
• Received regular updates from executive directors on advertising
performance and also marketplace trends as part of the financial
performance
• Reviewed the performance of Mantis (our in-house advertising technology
platform in the B2B market), exploring its role in the advertising strategy
and securing its first deals with external partners
The Board’s engagement with our advertising strategy has provided
valuable insights into the performance of Mantis, supporting innovation in
targeted advertising solutions.
Suppliers
and partners
• Discussed contracts and relationships for major suppliers, looking at each
supplier’s perspectives and pressures, with any key risks to Reach and
relevant mitigating actions
• Reviewed and negotiated the terms of two significant wholesale suppliers
• The Audit & Risk Committee undertook a deep dive into supply chain
disruption, one of our principal risks, focusing on print/operations and
digital product risks, and mitigation strategies in place, including insurance
The Board remains committed to fostering strong, transparent relationships
with our suppliers and partners, ensuring that any significant decisions or
changes reflect our dedication to sustainable and mutually beneficial
partnerships. The Board oversaw and approved the renegotiation of two
long-standing wholesale distribution agreements to better reflect current
operations and relationships, strengthen contractual terms, reduce risk
and improve alignment between the two agreements.
Shareholders
• Held an AGM in May 2024, providing an opportunity for shareholders
to interact with directors and ask questions
• The Remuneration Committee Chair met with institutional shareholders
to discuss the 2024 Remuneration Policy
• The CEO and CFO held investor roadshows and briefings for the full-year
and half-year results, including presentations and Q&A sessions for analysts
• Reviewed reports and received presentations from brokers and the Investor
Relations Director on shareholder feedback and market perceptions
Frequent and transparent engagement activities provide opportunities
for the Board to communicate its strategy and financial performance,
governance and strategic directions and to understand shareholder
views and perceptions.
The 2024 Remuneration Policy was approved by 89.92% of shareholders
voting at the AGM, showing strong support for the renewed Policy. Following
shareholder feedback, the Board subsequently approved the purchase of
£0.6m of shares into the EBT (read more on page 70).
S172 statement continued
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Stakeholder How we engaged in 2024 Outcomes and impact
Pension funds
and members
• Approved the 2022 triennial pensions valuation for the Trinity Retirement
Benefit Scheme, the Midland Independent Newspapers Pension Scheme
and the Express Newspapers 1988 Pension Fund, which concluded all 2022
triennial pensions valuations
• Approved the transition of the Reach Pension Plan (a defined contribution
pension scheme) to a Master Trust model
The conclusion of the 2022 triennial pension valuations means there is
an agreed pathway to fully funding the schemes and, from 2028, pension
commitments are expected to reduce by c.£40m.
Transitioning to a Master Trust pension model allows the pension scheme
to be managed more efficiently, at a reduced cost, with consistent
governance arrangements.
Government
and regulators
• Received a series of regulatory updates from the CEO and Head of External
Communications covering topics such as the Digital Markets, Competition
and Consumers Bill, Government advertising spend and the Employment
Rights Bill
• Through the CEO’s directorship of the News Media Association, the Board
received regular updates regarding the views and concerns of the
Government, regulatory authorities, industry bodies and other organisations
on political, legal and regulatory matters
Government policies and regulation in areas such as competition and
technology can affect our ability to operate effectively. We will continue to
engage with the Government and other stakeholders to make sure our views
feed into policymaking. This engagement positions us to effectively navigate
regulatory changes, and build and maintain strong relationships with
regulatory bodies.
S172 statement continued
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COMPOSITION,
SUCCESSION
AND
EVALUATION
Nick Prettejohn
Nomination
Committee Chair
The Nomination Committee (the Committee) is
responsible for reviewing the composition, size and
structure of the Board, its governance and succession
arrangements and its knowledge and independence. The
Committee reviews Board tenure, skills and experience to
ensure it remains appropriately balanced and aligned
with current and future strategic priorities. The Committee
also looks at talent and succession planning for the
Executive Committee and senior management.
We performed another internal evaluation in 2024,
and the results and progress made against 2023’s
recommendations are discussed on pages 76 and 77.
Board engagement was one area of focus, and
non-executive directors hosted two colleague
breakfasts, providing insight into workforce
sentiments and morale, and we will repeat these
valuable engagements in 2025 and beyond. You can
learn more about the 2024 events on pages 67 and 68.
Building and maintaining a diverse and inclusive
workforce is of the utmost importance to the Board and
the Committee, and the shared desire to achieve this
goal influences every hiring discussion and decision. At
the end of 2024, the Board was 44.4% female (four of
nine directors), with two Board members from an ethnic
minority background. The position of senior independent
director is also held by a woman, meaning the Board
meets the diversity requirements under the Listing Rules.
Olivia Streatfeild who reached nine years of service in
January 2025 has indicated her willingness to remain on
the Board and will stand for re-election at the 2025 AGM.
She continues to provide a wealth of strategic and
commercial knowledge and experience to Board
discussions. As part of rotation of Board roles, Barry
Panayi, Non-Executive Director, will be taking over as
Remuneration Committee Chair and Denise Jagger,
Senior Independent Director, will take on the role of
Colleague Ambassador at the conclusion of the AGM
on 1 May 2025.
Nomination Committee Report
Role of the Committee
The Committee is responsible for:
• Board composition – the Committee considers
the balance of skills, diversity, knowledge and
experience of the Board and its Committees,
and reviews the Board’s structure, size and
composition, including the time commitment
required from non-executive directors;
• Board appointments – the Committee leads
on the recruitment and appointment process
for directors and makes recommendations
regarding any adjustments to the composition
of the Board; and
• succession planning – the Committee
proposes recommendations to the Board for
the continuation in service of each director and
ensures that the Board is well prepared for
changes to its composition, with appropriate
succession plans in place.
The Committee has formal terms of reference,
which are available on the Company’s website
at www.reachplc.com.
Executive and senior management succession and talent
will remain an area of keen focus to ensure that we
develop the strong and diverse pipeline of future leaders
we need to deliver our strategy and long-term plans.
Nick Prettejohn
Nomination Committee Chair
4 March 2025
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Nomination Committee Report continued
Committee membership
The members of the Committee are the Chairman
of the Board as the Committee Chair, all non-executive
directors and the CEO. The majority of Committee
members are independent non-executive directors.
The Committee met twice during 2024 and attendance
is set out in the table opposite.
Key focus areas
Board succession planning
At least twice a year, the Committee discusses
the future composition of the Board, with a rolling
programme to consider its size and shape, taking
into account the tenure of individuals, expertise
required and diversity.
The Committee regularly reviews Board and
Committee succession plans. There were no changes
to Committee Chairs in 2024, but emergency and
short-term succession plans for Board and Committee
roles were reviewed and agreed by the Committee.
Executive succession planning and talent
The Committee regularly reviews Executive Committee
and senior management succession planning and
has formal plans in place for the short, medium and
long term. Emergency plans are in place should the
need arise to fill any executive position and these are
periodically assessed. This proactive approach allows
the Committee to identify and develop internal talent
capable of stepping into key leadership positions.
The Committee received presentations on the
performance of the Executive Committee and
other senior managers, and reviewed the Executive
Committee and senior management pipeline.
Board Diversity Policy
The Board and Committee fully recognise the
importance of Diversity and Inclusion (D&I) at Board and
senior management level. The Board Diversity Policy
(the Policy) is reviewed annually and available to view
at www.reachplc.com/investors/corporate-
governance/policies.
The Policy formally sets out the Company’s approach
to the diversity of the Board and its Committees. The
Policy is consistent with the Company’s objective to
promote D&I across the business and is aligned with the
Company’s three D&I pillars: connect, respect and thrive.
This helps to ensure that the skills, experience, and social,
cultural, educational and professional backgrounds of
the workforce are appropriately diverse to support the
Company’s strategy.
The Policy and the Group’s Inclusion Policy’s objectives
are inextricably linked to the Company’s strategy, which
includes creating a culture in which all can thrive. The
governance framework ensures that, for senior leaders,
the Executive Committee and the Board’s strategic
priorities incorporate D&I where appropriate. You can
read more about how D&I forms part of our strategy
on page 34.
Non-executive director induction
A full, formal and tailored induction programme
is in place for new Board members, to provide
a comprehensive induction to the Group and enable
them to contribute to Board discussions from the outset.
The induction is designed to cover a range of areas,
including Board procedures and listed company
director duties, the Group’s operational and financial
performance and strategic direction, and key areas
of the business.
Committee membership
and attendance
Nick Prettejohn, Chair
2/2
Anne Bulford
2/2
Priya Guha
2/2
Denise Jagger
2/2
Jim Mullen
2/2
Barry Panayi
2/2
Wais Shaifta
1/2
Olivia Streatfeild
2/2
“Building and maintaining
a diverse and inclusive
workforce is of the utmost
importance to the Board
and the Committee, and the
shared desire to achieve this
goal influences every hiring
discussion and decision.”
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Evaluating performance
A formal review of the Board, its Committees and the
Chairman is performed annually. The Board last
undertook an externally facilitated evaluation in 2021,
which was conducted by Sam Allen Associates Limited.
The 2022, 2023 and 2024 reviews were conducted
internally and led by the Chairman, Nick Prettejohn.
The non-executive directors, led by the Senior
Independent Director, Denise Jagger, conducted
a review of the Chairman’s performance, with
Denise providing feedback from this review to Nick.
A detailed questionnaire was completed by all Board
members, regular Committee attendees from senior
management and external advisers. The questionnaire
sought feedback on a range of matters, including the
Board’s oversight of the Company’s purpose, values,
strategy and risk, and the composition and diversity of
the Board, as well as themes and issues that emerged
from the last external evaluation in 2021. The 2024
evaluation confirmed that the Board was operating
effectively, with appropriately balanced agendas and
discussions to cover all key areas and issues. While
workforce engagement had been an area of priority
during the year, the Board determined there was
opportunity for more interactions with colleagues
and this would be a focus for 2025.
The following table sets out the actions undertaken
during 2024 as a result of the 2023 evaluation
and also actions to be taken in 2025 as a
result of the 2024 evaluation.
Issues and recommendations
from the 2023 evaluation Actions undertaken in 2024
Board engagement
Continue the Board’s formal
and informal engagement
activities with key talent
across the Group
Key talent, including the Executive Committee and the level below the Executive
Committee, have presented where appropriate to the Board and Committees
throughout 2024, with attendance being wider than previous years.
The Board held informal engagements with leaders throughout 2024 in Glasgow
and Birmingham in connection with the strategy away days. The Board and
finance leadership team also met informally to build relationships, following
a number of changes in the team.
Succession planning
Review the Board’s composition
and the skill sets needed over
the medium term
The Board completed a skills self-assessment during 2024 and reviewed the
skill sets to understand what areas might be desired for future Board members.
Succession planning discussions started for the roles of Remuneration Committee
Chair and Colleague Ambassador. While Olivia Streatfeild will stand for re-election
at the 2025 AGM, the Board determined it would be beneficial to rotate roles and
refresh committee chairmanship at the same time. The Board has therefore
appointed Barry Panayi, Non-Executive Director, as the Remuneration Committee
Chair and Denise Jagger, Senior Independent Director, as Colleague Ambassador,
to take effect from 1 May 2025.
Risks and controls
Continue work to strengthen
governance and controls
in light of upcoming
governance reforms
In relation to the FRC’s 2024 Corporate Governance Code (the 2024 Code), the Audit
& Risk Committee has continued to oversee documentation and, where necessary,
further strengthen controls to ensure compliance with the new requirements.
The Committee has considered and reviewed the work undertaken so far on the
journey on maintaining and improving the effectiveness of the risk management
and internal control framework, which included setting timelines and documenting
next steps. Further updates to the work being undertaken will be provided to the
Committee during 2025.
Nomination Committee Report continued
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Nomination Committee Report continued
Issues and recommendations
from the 2024 evaluation Actions to be taken in 2025
Market developments
Regular information about
market developments and
the Company’s key
competitors to be
provided to the Board
A summary of the Company’s key competitors for each area of the business
to be presented to the Board.
Regular narrative insight on the competitive landscape and the state of play
to be provided at Board meetings.
Lessons learnt
Lessons learnt from previous
decisions or approaches to
be reviewed and captured
A more systematic approach on looking back at previous decisions to be
implemented. This could include management reflecting back on recent projects
and sharing the learnings and areas for future improvement with the Board.
Board engagement
Continue and widen the
Board’s formal and informal
engagement activities with
key talent across the Group
In addition to the current programme of engagement activities, further
opportunities to be considered so that the Board can meet with a wider
range of colleagues across the business, and in different forums.
Director independence
The Board conducted an annual review of their
independence for 2024, and confirmed that, excluding
the Chairman, Nick Prettejohn, 66.67% of the Board are
independent in the form of independent non-executive
directors. The Chairman was deemed independent on
appointment in 2018 and continues to demonstrate
objective judgement.
Olivia Streatfeild continues to provide a wealth of
strategic and commercial knowledge and experience to
the Board. The Board agreed that it would be beneficial
for Olivia to remain on the Board as a non-executive
director, notwithstanding her tenure where she has now
served over nine years on the Board. Olivia continues
to ensure that all matters at committee and Board
level are robustly debated and challenged. The Board
considers Olivia to be independent as she continues to
demonstrate objective judgement and independence.
Diversity
Valuing D&I is an integral priority of the Company.
While the Policy applies to the Board only, it sits
alongside the wider Company Inclusion Policy,
setting out the Company’s broader commitment
to D&I. It is implemented, in part, through the Code
of Conduct programme.
The Board recognises the importance of D&I in the
boardroom and seeks to recruit directors with varied
backgrounds, skills and experience. Reach seeks to
broaden the diversity of the Board to reflect its audience
and their communities. This will continue to be a
key consideration when appointing new non-executive
directors in the future.
As at 31 December 2024, the Company has met the
targets on Board diversity required to be reported
on under UK Listing Rule 6.6.6R (9) with 44.4% of Board
members being women (four of nine in total), the senior
Board position of senior independent director being held
by a woman, and two Board members being from a
minority ethnic background. In addition, the Audit & Risk,
Remuneration, and Sustainability Committees each
have a female chair, and all of the non-executive
directors are members of all committees, therefore
reflecting the diversity of our Board.
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Nomination Committee Report continued
The Committee keeps the Board composition and size
under review to maintain an appropriate balance of
skills, experience, diversity and knowledge for the Group.
The Board also recognises the importance of D&I at
senior management level. The Group’s Executive
Committee, the members of which are direct reports
of the CEO and CFO, has nine members, including the
CEO and CFO. In 2024, there were three women on the
Executive Committee, the same number as in 2023.
There are 77 direct reports to the Executive Committee
for the purposes of FTSE 350 Women Leaders Review
reporting, of whom 36 were female. Information on
senior management D&I initiatives can be found on
page 34 of the Strategic Report. The percentage of
women within the Group overall increased slightly to
39.9% (2023: 39.0%), with women occupying 36% of
senior managerial roles across the Group (2023: 36.3%).
In 2021, Reach plc joined the 30% Club, committing the
Company to 30% representation of women on the
Board, including one person of colour by 2023, and 30%
representation of women on the Executive Committee,
including one person of colour by 2023. By committing
to these targets, the Board also voluntarily committed to
meeting the Parker Review requirements by 2024. At the
end of 2024, these targets continue to have been met,
other than the Executive Committee including one
person of colour.
The Board also aspires to meet the Parker Review
requirement voluntarily for the Executive Committee that
at least 10% of the Executive Committee will self-identify
as being from an ethnic minority background by 2027.
We launched our Be Counted initiative in 2021 to
capture colleague demographic and diversity data
and develop the D&I strategy. According to the
protected characteristics of the Equality Act 2010,
along with socioeconomic data, Reach can identify
areas of opportunity, along with challenges, to help
drive D&I activity. Regular updates on the results of the
Be Counted initiative have been provided to the Board,
including how this has fed into progressing the social
mobility agenda.
The following table sets out the information required under UK Listing Rule 6.6.6R (10) on the Board’s and executive
management’s ethnic background and gender identity or sex as at 31 December 2024:
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO, SID
and Chair)
Number
in executive
management
Percentage
of executive
management
Men 5 55.6% 3 6 66.7%
Women 4 44.4% 1 3 33.3%
Other categories 0 0 0 0 0
Not specified/prefer not to say 0 0 0 0 0
White British or other White
(including minority-white groups) 4 44.4% 2 8 88.9%
Mixed/Multiple ethnic groups 1 11.1% 0 0 0
Asian/Asian British 1 11.1% 0 0 0
Black/African/Caribbean/Black British 0 0 0 0 0
Other ethnic group 0 0 0 0 0
Not specified/prefer not to say 3 33.3% 2 1 11.1%
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Other Information
66.7%
88.9%
44.4%
55.6%
44.4%
55.6%
44.4%
88.9%
77.8%
Board skills and experience
Board skills evaluation
The broad range of skills, experience and diversity of
the Board that are relevant to Reach’s strategy and
business are illustrated below. This represents where
the Board, as at 4 March 2025, considers it has
considerable or expert knowledge in the listed area.
Gender breakdown as at
31 December 2024
Board composition as at
31 December 2024
Gender split of direct reports
to the Executive Committee
1
Gender split of
Group employees
1
Female
Male
Nick Prettejohn
Nomination Committee Chair
4 March 2025
Board tenure
Female
Male
Total
Board gender diversity
Female
Male
Board composition
Chairman
Executive directors
Non-executive directors
3
3
.
3
%
(
3
)
6
6
.
7
%
(
6
)
3
6
%
(
5
0
)
6
4
%
(
8
9
)
4
0
.
1
%
(
1
,
3
6
9
)
5
9
.
9
%
(
2
,
0
4
9
)
O
t
h
e
r
S
e
n
i
o
r
M
a
n
a
g
e
r
s
E
x
e
c
u
t
i
v
e
C
o
m
m
i
t
t
e
e
Nomination Committee Report continued
1. For permanent and temporary employees in the UK, Republic of Ireland and the United States.
2. See more information on Olivia Streatfeild’s tenure and independence on page 77.
Media
Accounting
and finance
Technology/
IT
Digital
transformation
People
and talent
Digital
marketing/
advertising
Strategy and
business
planning
Sustainability/
ESG
Data
analytics
0-3 years
3-6 years
6-9 years
9+ years
2
1
1
3
4
6
4
5
2
1
2,144
1,422
77
41
36
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TO EMBED,
REVIEW AND
CHALLENGE
Priya Guha, MBE
Sustainability Committee Chair
Being a responsible, sustainable business is a key priority
in Reach’s business framework. I am pleased to report on
the activities undertaken in 2024 and the progress that
we have made towards our sustainability objectives. As
Chair of the Sustainability Committee (the Committee),
my focus in 2024 has been on enhancing our reporting
against the Task Force on Climate-related Financial
Disclosures (TCFD) and overseeing the submission of
our near-term Science Based Targets (SBTs) for Scope
1, 2 and 3 for validation with the Science Based Targets
initiative (SBTi). The Committee has also focused on
developing tools to measure the positive social impact
of our editorial ESG initiatives.
The Committee continues to operate under the four
pillars of the responsible business framework. During
2024, the Committee received updates on the work
undertaken by the business under each pillar. Some
of the highlights include:
• protecting the environment – overseeing detailed
energy surveys across our print sites to refine the
investment cases of the different emission
reduction measures;
• operating with integrity – a review of core data
protection and privacy principles established
to ensure the integrity of consumer, employee
and client data;
• creating trusted, quality content – agreeing a new
tracking structure that measures the progress of
editorial ESG initiatives and the positive impact of
ESG-related content; and
• developing the team – receiving updates on the
2024 priorities and progress for diversity, equity and
inclusion; developing, rewarding and retaining talent;
and culture.
Sustainability Committee Report
Ensuring that the Committee is up to date with
regulatory and reporting requirements is essential
to delivering on our sustainability targets. The
Committee is kept informed of the challenges and
opportunities of climate and sustainability matters
through presentations, and in 2024, received training
on upcoming regulatory changes from external experts.
Looking ahead, we will be monitoring progress against
the objectives of the Group’s greenhouse gas (GHG)
reduction strategy. Following the Government’s delay
in endorsing the International Sustainability Standards
Board’s (ISSB) disclosure standards for the UK in 2024,
the Committee will oversee the application of the
standards and any work required to be undertaken
to comply with them by the time they are expected
to come into force in 2026. We will also oversee the
development of Reach’s long-term SBTs through 2025
and into 2026.
Priya Guha, MBE
Sustainability Committee Chair
4 March 2025
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Sustainability Committee Report continued
Role of the Committee
The role and responsibilities of the Committee
are set out in its terms of reference, which are
available on the Company’s website at
www.reachplc.com.
The role of the Committee is to:
• review, challenge, oversee and recommend for
Board approval the sustainability strategy and
any sustainability-related commitment
communicated externally in support of
the Group’s corporate purpose;
• embed, review, challenge, oversee and support
the sustainability strategy, management
initiatives and their performance, to ensure a
coherent and consistent approach is adopted
across the Group;
• balance non-financial targets and
commitments within the sustainability
strategy with the delivery of financial value
for shareholders and other stakeholders;
• be responsible for the oversight and review
of relevant internal reporting regarding the
implementation of the sustainability strategy;
• stay up to date with ESG best practice and
thought leadership, keeping under review
the extent and effectiveness of the Group’s
external reporting of relevant sustainability
performance and its participation in external
benchmarking indices;
• consider the appropriateness of the Group’s
position on relevant emerging sustainability
issues; and
• be responsible for the oversight of diversity
and inclusion matters, people and community
engagement and monitoring of corporate
culture in support of the Group’s purpose and
values, reporting to the Board on such matters
as appropriate.
TCFD
The Committee receives regular updates on the
Group’s progress against our climate-related strategy
and alignment with the TCFD recommendations. In
2024, the focus has been on advancing our approach
to monitoring our material climate-related risks and
opportunities.
This was achieved by carrying out detailed analysis of
suitable metrics and targets for the material climate-
related risks identified as part of quantitative climate
scenario analysis work undertaken in 2023. The
approved set of metrics and targets for flood risk and
carbon pricing, which we are going to monitor to
ensure that the magnitude of the risks remains within
acceptable levels, can be found on pages 47 and 48.
Pathway to net zero
We continue to make significant progress towards
our emissions-reducing initiatives. In December 2024,
the Committee approved the submission of Reach’s
near-term SBTs for Scope 1, 2 and 3 for validation by
the SBTi. The Committee will be notified if it has been
approved in mid-2025.
More information can be found on page 37.
Measuring the social impact of
editorial content
The Committee continued to receive updates on
ESG editorial highlights, covering campaigning
against injustice, striving to improve the common
good, lobbying to change laws and fight inequity
and promoting social good, inclusion and diversity.
In 2024, we have focused efforts on tracking the social
impact of Reach’s editorial ESG work. Following the
Committee’s request, Reach has implemented a
new register to measure and monitor the quantity
and impact in this area.
At each Committee meeting, we received updates
on the progress to refine the register and reporting
mechanisms. The register is now being populated by
ESG champions within the business, who are detailing
new campaigns as they are launched, as well as
outlining objectives and setting clear timescales
for delivery. This has been rolled out to our national
and regional titles, and will assist with ensuring all
campaigns have impactful and deliverable aims.
More information can be found on pages 28 and 29.
Priya Guha, MBE
Sustainability Committee Chair
4 March 2025
Committee membership
and attendance
Priya Guha, Chair 2/2
Anne Bulford 2/2
Darren Fisher 2/2
Denise Jagger 2/2
Jim Mullen 2/2
Barry Panayi 2/2
Nick Prettejohn 2/2
Wais Shaifta 2/2
Olivia Streatfeild 2/2
The members of the Committee are all non-executive
and executive directors. The Committee met twice
during 2024 and attendance is set out below. The Board
remains satisfied that the members of the Committee
collectively have the relevant skills and knowledge
required for the Company’s sector and business
in which the Company operates.
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AUDIT, RISK
AND INTERNAL
CONTROLS
Anne Bulford, CBE
Audit & Risk Committee Chair
The Audit & Risk Committee’s (the Committee) key role is
to review the integrity of the Group’s financial reporting and
monitor the effectiveness of the Group’s internal controls and
risk management framework. The Committee also helps the
Board to fulfil its responsibilities and provides independent
challenge around financial reporting, risk and controls as
well as overseeing the external auditor relationship.
During 2024, the Committee reviewed the Group’s principal
risks and uncertainties, including strategic, operational,
financial and compliance risks, and undertook several
principal risk deep dives, including into cyber risk, data
protection compliance, dependence on key suppliers and
fraud. The Committee also reviewed the Company’s ability
to attract and retain talent, which is essential in enabling
us to deliver our strategy and ensure continued business
performance. We also spent time reviewing our health and
safety risk, concentrating on two main areas: online safety,
and health and wellbeing. Understanding the risks our
colleagues face in their day-to-day activities enables us
to implement appropriate policies and procedures to
better support them in their roles.
In February 2024, the Committee received training from
external experts on financial and corporate reporting to
further equip and strengthen our knowledge of these
key issues.
I am pleased to confirm that Reach has continued to make
good progress on its journey to strengthen the effectiveness
of the risk management and internal control framework.
In accordance with the 2024 UK Corporate Governance Code
(the 2024 Code), a working group and steering committee
have been established to assist with the documentation and
review of controls and the subsequent prioritisation of those
controls internally. A risk-based assurance framework will then
be developed in order to support the Board's declaration,
which is required at the end of 2026.
The Committee has received regular reports from Internal
Audit, ensuring that agreed actions in those reports are
completed on time.
On financial reporting, as ever, the Committee focused on key
accounting judgements, clarity of financial reporting and the
adoption of new accounting standards.
In 2025, the Committee will increase its focus on the
implementation of the 2024 Code and the Economic Crime
and Corporate Transparency Act while maintaining oversight
on its core areas of focus described above.
Anne Bulford, CBE
Audit & Risk Committee Chair
4 March 2025
Audit & Risk Committee Report
Role of the Committee
The role and responsibilities of the Committee
are set out in its terms of reference, which are
available at www.reachplc.com.
The key objectives of the Committee are to review
and report to the Board and shareholders on the
Group’s financial reporting, internal control and risk
management framework, and the independence
and effectiveness of the external auditors.
The Committee is also responsible for:
• monitoring the financial reporting process,
including the integrity of the financial statements
of the Company, such as its annual and half-year
financial results;
• reviewing and assessing the Annual Report
to determine whether it can advise the Board that,
taken as a whole, the Annual Report is fair, balanced
and understandable;
• monitoring the statutory audit of the annual,
and the review of the half-year, consolidated
financial statements;
• reviewing significant financial reporting issues;
• recommending to the Board the appointment
of the external auditors and approving their
remuneration and terms of engagement;
• monitoring and reviewing the external
auditors’ independence, objectivity and the
effectiveness of the external audit process, including
considering relevant UK professional and regulatory
requirements such as the appropriateness of the
provision by the auditors of non-audit services;
• monitoring and reviewing the effectiveness of the
internal controls and risk management framework,
including the internal audit function; and
• reviewing and approving the remit of the internal
audit function, ensuring it has the necessary
resources and can meet appropriate professional
standards for internal auditors.
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Audit & Risk Committee Report continued
(PwC), attend meetings and have direct access to
the Committee should they wish to raise any concerns
outside the formal Committee meetings.
Committee membership
The members of the Committee are all of the
independent non-executive directors. The Committee
met five times during 2024, and their attendance
is set out in the table on the left.
Key focus areas in 2024
The Committee:
• continued to monitor regulatory and legislative
changes applicable to its remit;
• reviewed and assessed the Group’s financial
reports and interim statements before making
recommendations to the Board;
• undertook detailed risk deep dives into cyber security,
data protection, fraud, health and safety, supply chain
disruption, recruitment and retention of talent, and
lack of funding capability;
• reviewed TCFD compliance and its application
through the governance framework alongside
the Sustainability Committee; and
• reviewed the internal control environment through
completed internal audits and the project to comply
with the 2024 Code.
Annual Report
The Committee has undertaken a review and
assessment of the Annual Report to determine
whether it can advise the Board that, taken as a whole,
the Annual Report is fair, balanced and understandable,
and provides shareholders with the information they
need to assess the Group’s position, performance,
business model and strategy.
In doing this, the Committee has:
• considered the results of an internal review performed
by a senior chartered accountant not involved in the
preparation of the Annual Report;
• reviewed and discussed the findings from the external
auditors as part of the 2024 year-end audit; and
Committee membership
and attendance
Anne Bulford, Chair 5/5
Priya Guha 5/5
Denise Jagger 4/5
Barry Panayi 5/5
Wais Shaifta 4/5
Olivia Streatfeild 4/5
• fully discussed the Annual Report at the Committee
meetings in February 2025.
Following a rigorous process, the Committee
recommended to the Board that the Annual Report,
taken as a whole, is fair, balanced and understandable.
Going concern and viability statement
In its Annual Report, the Company is required to include
statements relating to going concern and viability.
The Committee reviewed and discussed a report
from management and concluded that the financial
statements can be prepared on a going concern basis;
it also concluded that there is a reasonable expectation
that the Group will be able to continue operating
and meet its liabilities as they fall due over the next
three years.
The directors assessed the prospects of the Group over
a three-year period, which enabled them to consider
the investment required to drive growth in digital and
the impact of declining print revenues. The Group’s
going concern statement is set out on pages 123
and 124, and the viability statement is set out
on page 59 of the Strategic Report.
Interactions with the FRC
In September 2024, the Company received a letter
from the FRC, which notified us that it had reviewed
the Company’s Annual Report for the year ended
31 December 2023 in accordance with Part 2 of the
FRC Corporate Reporting Review Operating Procedures.
The FRC also took the opportunity to review the
Remuneration Report against the relevant requirements
of Schedule 8 to the Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations 2008 (SI 2008/410).
Based on its review, no questions or queries were raised.
Certain recommendations were however noted for
improvements to our disclosures, which may benefit
users of the accounts. These recommendations were
brought to the Board’s attention along with an
assessment of implementation for each. The majority
of the recommendations have been adopted and these
changes have been reflected in the Company's Annual
Report for the year ended 31 December 2024 including
The Board’s responsibility for the assessment of risk is
delegated to the Committee. The Board has confirmed
it is satisfied that the members of the Committee are
independent and, as a whole, have competence
relevant to the sector in which the Group operates,
gained from their respective external roles, previous
and present. Committee member biographies
are set out on pages 62 to 64.
Anne Bulford, the Committee Chair, is considered
by the Board to have recent and relevant financial
experience for the purposes of the Financial Reporting
Council’s (FRC) 2018 UK Corporate Governance Code
(the 2018 Code).
At the invitation of the Committee Chair, the Chairman,
CEO and CFO, along with the Director of Finance and the
Director of Risk and Audit, attended all meetings during
2024 to maintain effective and open communications.
The external auditors, PricewaterhouseCoopers LLP
Time allocation
Financial reporting 15%
External audit 21%
Internal control, risk
management and
internal audit
27%
Deep dives 30%
Governance 7%
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further clarity over some Alternative Performance
Measures, obligations for returns and similar
obligations attributable to applicable revenue
streams in accordance with paragraph 119(d)
of IFRS 15 and Related Party Disclosures.
As communicated by the FRC, it is noted that its review
was based solely on the Annual Report for the year
ended 31 December 2023. Its review provides
no assurance that the Annual Report is correct in
all material respects, and its role is not to verify the
information provided to it but to consider compliance
with reporting requirements.
External auditors
Auditors’ appointment and independence
PwC was appointed by shareholders as the Group’s
statutory auditor in 2019 following a formal tender
process. The external audit contract will be put out
to tender every 10 years. It is the Committee’s current
intention to tender its audit services by no later
than 2028.
The lead audit partner at PwC is rotated at least
every five years to ensure continuing independence.
The current audit partner, Colin Bates, has been
in post since the start of 2021.
PwC has indicated its willingness to continue in office
and shareholders’ approval will be sought at the AGM
on 1 May 2025.
The Company complied throughout 2024 with the
provisions of the Statutory Audit Services Order 2014
relating to the UK audit market for large companies.
There are no contractual obligations that restrict the
Company’s choice of external auditors.
During 2024, private meetings were held with PwC to
ensure there were no restrictions on the scope of its
audit and to discuss any items that the external auditors
did not wish to raise with the executive directors present.
The Committee is satisfied that there are no
relationships between the Company and the
external auditors, its employees or its affiliates that
may reasonably be thought to impair the external
auditors’ objectivity and independence.
The Committee formally reviews the effectiveness
of the external auditors in July each year and considers
the results of a survey sent to directors and senior
managers, including the Executive Committee and
members of the finance team. This survey
asks questions about independence, planning, expertise
and resources, the audit process, communications and
fees. A full report of the survey results was reviewed by
the Committee, which concluded that the external
auditors remained effective. The effectiveness review
of PwC for the 2024 audit will be carried out in the
coming months.
An example of the auditors demonstrating their
effectiveness in 2024 was through debate and
challenge on key assumptions within the impairment
assessment, including circulation decline and digital
growth within the Group’s financial projections from
2025 to 2029.
In addition, the effectiveness of the external auditors is
closely monitored on an ongoing basis and there is a
regular cycle of meetings between the Company and
PwC where audit planning and process are discussed
and any issues can be raised. This includes monthly
meetings between the CFO and the lead audit partner,
and a meeting between the Committee Chair and the
lead audit partner, before each scheduled Committee
meeting. In audit periods, weekly meetings are held
between the finance team and PwC to discuss progress
on deliverables and resolve any issues in real time.
Non-audit services
The Group has a formal policy on the engagement
and supply of non-audit services to protect the
objectivity and independence of the external auditors
and avoid a conflict of interest. The policy is in line with
the recommendations set out in the FRC’s Guidance on
Audit Committees and its 2019 Revised Ethical Standard.
Generally, the external auditors will not be engaged to
provide any additional services other than audit-related
services, including the review of the interim financial
information and loan covenant reporting.
There may, however, be circumstances where it could
be in the Company’s and shareholders’ interests if the
external auditors were engaged. Such circumstances
are likely to relate to either exceptional transactions
or those deemed not to be material.
The Committee’s approval must be obtained before the
external auditors are engaged to provide any permitted
non-audit services, which are detailed in the policy.
For permitted non-audit services that are trivial, the
Audit & Risk Committee has pre-approved the use
of the external auditors, subject to the following limits:
Value of service
requested
Approval required prior to
engagement of the
external auditors
Up to £25,000
Chief Financial Officer
£25,001 to
£50,000
Audit & Risk Committee Chair
£50,001 and
above
Audit & Risk Committee
Where non-audit work is performed by PwC, steps
are taken to safeguard auditors’ objectivity and
independence, including a different team of people
working on the task.
Details of the fees paid to PwC for the financial period
ending 31 December 2024 can be found in note 6
to the consolidated financial statements. In 2024,
the approved non-audit fee items provided by
PwC related to the interim review and loan
covenant reporting.
The spend in relation to these services was £181,000,
totalling 12% of the overall fees paid. The Committee
was satisfied that the non-audit services purchased
were in line with the non-audit services policy and did
not compromise the independence of the auditors.
The Committee is satisfied that the Company was
compliant during 2024 with both the 2018 Code and the
2019 Revised Ethical Standard, with respect to the scope
and maximum level of permitted fees incurred for
non-audit services provided by PwC.
Audit & Risk Committee Report continued
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Critical estimate or
key judgement How the Committee addressed the issue
Impairment
reviews in
respect of the
carrying value
of assets on the
consolidated and
parent company
balance sheets
The Committee received detailed papers from management in respect of the impairment reviews in relation to the carrying value of assets on the
consolidated and parent company balance sheets.
The Group’s consolidated balance sheet has material goodwill and other intangible assets (publishing rights and titles), and the parent company
balance sheet has material investment in subsidiary undertakings.
The Committee needed to assess whether the carrying value of assets of a cash-generating unit are impaired and are carried at no more than their
recoverable amount (the higher of fair value less costs of disposal and value-in-use) in the consolidated balance sheet.
The Committee also assessed whether the carrying value of investments are impaired and are carried at no more than the recoverable amount
(the higher of fair value less costs of disposal and value-in-use) in the parent company balance sheet.
The value-in-use has been calculated using a discounted cash flow model, and the fair value has been considered based on the value of the Group
with costs of disposal considered to be minimal.
The discounted cash flow model has been prepared based on the final budget for 2025, and then high-level projections for the period 2026 to 2029.
There are a number of judgements made in setting the assumptions that underpin the model:
• the projections are management’s best estimate of the future performance of the Group which are subject to risk and uncertainties as set out in
the Annual Report;
• the key assumptions in the projections relate to the continuation of print declines, of digital growth and the associated change in the cost base
as a result of the changing revenue mix;
• the long-term growth rate has been set at -0.1% from year five (2023: 0.9% from year 10);
• capital expenditure has been based on expected run rates of the existing business over the next five years;
• tax has been modelled based on the expected future tax rates at the balance sheet date; and
• the weighted average cost of capital post-tax rate of 10.3% (2023: 10.2%) is calculated after due consideration of market factors impacting the rate
and items that are specific to the Group, such as the current capital structure and the best estimate of future movements in the capital structure.
The value-in-use from the discounted cash flow model is in excess of the carrying value of assets of the cash-generating unit resulting in no impairment
(2023: nil) being required in respect of the carrying value of assets on the consolidated balance sheet. Management also considered sensitivity scenarios
which highlighted that reasonably possible changes could lead to the erosion of headroom and be indicative of an impairment.
The impairment review in respect of the carrying value of investments in the parent company balance sheet resulted in no impairment (2023: £167.8m).
The impairment review is highly sensitive to reasonably possible changes in key assumptions. The Committee noted that the Company has significant
distributable reserves of £495.9m (2023: £522.0m) following the capital reduction during the prior year, converting the entirety of the share premium
account into distributable reserves, which has provided headroom relating to the Company’s ability to pay dividends.
Audit & Risk Committee Report continued
Significant matters considered by the Committee in relation to the financial statements
The Committee has assessed whether suitable accounting policies have been adopted and whether management has made appropriate estimates and judgements
on significant issues.
The Committee reviews accounting papers prepared by management, which provide details of the main financial reporting judgements. The Committee also reviews reports
by the external auditors on the full-year and half-year results, which highlight any issues concerning the work undertaken. After receiving reports on the significant issues
and after discussion with PwC, the Committee agreed that the judgements made by management were appropriate.
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Critical estimate or
key judgement How the Committee addressed the issue
Impairment
reviews in
respect of the
carrying value
of assets on the
consolidated and
parent company
balance sheets
continued
The Committee members reviewed in detail the papers supporting the impairment review ensuring consistency with Board discussions relating to the
budget and the progress on the Customer Value Strategy (CVS) which underpin the digital growth in the projections (all members of the Committee are
Board members). The Committee also reviewed the consistency of the current year model with the prior year model. The cash flow period upon which the
assessment is conducted has changed during the current year, reducing from 10 to five years. The reduction in the assessment period reflects the decline
in print volumes and revenues together with the growing relevance of our digital business. There are lower historical data requirements and fewer
judgemental assumptions for the shorter assessment period.
The external auditors challenged the conclusions and considered any external factors which may change the conclusions of the review. The external
auditors also undertook a detailed review of the assumptions and of the model supporting the papers.
In reaching its conclusion on the impairment review, the Committee considered the papers prepared by management and the external auditors. The
Committee noted the comparisons to external forecasts (which were supportive of the projections) and sensitivity analysis (which showed sufficient
headroom of the carrying value of assets in the consolidated and parent company balance sheets).
The Annual Report contains disclosure of the Critical Judgements in applying the Group’s accounting policies, the key factors relating to the impairment
reviews and the conclusions reached (note 3 and note 16 in the notes to the consolidated financial statements, note 2 and note 4 in the notes to the
parent company financial statements).
Impairment is not considered a principal risk for the Group, as identified on pages 54 to 58 of the Strategic Report, as it relates to historical transactions
with no future cash impact, nor is there any impact on the financial covenants for the Group’s debt facilities.
Consideration was also given to the continued adoption of the indefinite life assumption in respect of publishing rights and titles, and in assessing
the publishing rights and titles with reference to a single publishing cash-generating unit. The appropriateness of a single cash-generating unit
for the publishing rights and titles:
The assumption is considered at each reporting date and is a Critical Judgement in applying the Group’s accounting policies.
The Group is a content business with content delivered through multiple brands. The brands have traditionally been in print and are transitioning to digital.
The challenges facing the brands have resulted in the Group becoming more integrated to such an extent that the interdependency of revenues across
the network of brands is significant. As such, assessing the publishing rights and titles with reference to a single publishing cash-generating unit, whose
cash flows are interconnected, is deemed to be the most appropriate treatment. There has been no change to the assessment of this Critical Judgement.
The indefinite life assumption in respect of publishing rights and titles:
The assumption is considered at each reporting date and is a Critical Judgement in applying the Group’s accounting policies.
The Group has, from first recognition to the latest results announcement, consistently adopted an indefinite life assumption for its publishing rights and
titles. Indefinite life intangible assets are not amortised. The Committee noted that indefinite is not the same as infinite (that is, limitless in extent). The
brands have delivered trusted news to readers for many years in print and more recently digital. The brands are core to our digital strategy, either
directly or indirectly. In support of the assumption, management has prepared five-year illustrative projections which highlight that print will continue to
be significant, and that digital will be increasingly significant. Based on the Group’s strategic focus and the illustrative projections, it is considered that
there is no foreseeable limit to the period over which the net cash inflows are expected to be generated from the publishing rights and titles and that
the current carrying value will be supported for the foreseeable future. As such, continuing to adopt the indefinite life assumption in respect of publishing
rights and titles is deemed to be the most appropriate treatment. There has been no change to the assessment of this Critical Judgement.
Audit & Risk Committee Report continued
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Critical estimate or
key judgement How the Committee addressed the issue
Pensions
At each reporting date, the Group’s actuaries for this purpose, Willis Towers Watson (WTW), undertake a detailed calculation of the IAS 19 valuation of the
Group’s defined benefit pension schemes and of the specific financial disclosures in the financial statements.
The assumptions are agreed by management after taking advice from WTW. This includes external benchmarking of the key assumptions by WTW.
Independent investment manager confirmations are received for all investment assets and confirmation is received from the scheme administrators
for all scheme bank accounts.
An executive summary and a detailed report prepared by WTW setting out the methodology, judgements, assumptions and conclusions is presented to
the Committee for review. The assumptions regarding the discount rate, inflation rates and demographic assumptions are reviewed by the Committee.
The external auditors perform a detailed review of the reports prepared by WTW and of the methodology, judgements and assumptions used for the
valuation, including external benchmarking and testing in respect of the investment assets and bank accounts.
Full disclosure of the Group’s pension schemes including valuation, the approach to setting assumptions and the sensitivity to changes in key
assumptions are disclosed in note 21 in the notes to the consolidated financial statements.
Pension schemes are included in one of the Group’s principal risks that are set out in the risks and uncertainties section on pages 54 to 58 of the
Strategic Report. This sits under the wider lack of funding capability risk which sets out the pensions risk and mitigating management action.
Historical legal
issues
The Group is exposed to civil claims in relation to historical phone hacking. This is a standing item on the Board agenda and therefore is not specifically
an agenda item for the Committee. The Committee does assess the appropriateness of any provisions in relation to these matters and other implications
on the consolidated financial statements, and that the Annual Report contains sufficient disclosure of such matters, including the material reduction in the
provision during the prior year following the High Court’s judgment on time limitation during December 2023. Disclosures relating to the latest position are
set out on page 22 of the Strategic Report and in note 27 in the notes to the consolidated financial statements.
The external auditors’ report to the Committee details the procedures undertaken by them and their discussions with management, and this is discussed
in detail by the Committee.
Historical legal issues are included in one of the Group’s principal risks that are set out in the risks and uncertainties section on pages 54 to 58 of the
Strategic Report. This sits under the wider lack of funding capability risk which sets out the historical legal issues risk and mitigating management action.
Restructuring
The Group has recorded significant restructuring charges in respect of in-year transformation programmes. The Committee reviewed the reasonableness
and inclusion of these items in operating adjusted items and the disclosures in the Annual Report.
Audit & Risk Committee Report continued
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Audit & Risk Committee Report continued
Internal control and risk management
systems
The Board is responsible for establishing and
maintaining an effective risk management and internal
control framework. The Committee supports the Board
in discharging this responsibility.
Risk management
Reach has an established framework for identifying,
evaluating and managing the principal and emerging
risks faced by the Company. This framework is
described in the Risk report on pages 52 and 53.
The process accords with the FRC’s Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting, as applicable for this
financial year.
The Committee regularly reviews the principal risks,
including descriptions of the risks and quantification
of their impact and likelihood both before and after
considering mitigating controls. The Group’s appetite
for each risk is also reviewed in accordance with our
corporate risk appetite statement. As noted above, the
Committee also undertook a more detailed review of
several key risks during 2024. The Board also undertakes
a robust assessment of principal and emerging risks on
an annual basis.
Internal controls
Reach has a well-established and mature system of
internal controls which follows the three lines model,
as described in the Risk report on page 52. The
Committee monitors the internal control environment
by receiving regular reports from the Internal Audit
function and management teams, through the risk
deep dives described above and through the annual
effectiveness assessment, described on the following
page. No system of internal control can provide
absolute assurance against material misstatement
or loss. However, such a system is designed to provide
the directors with reasonable assurance that problems
are identified promptly and dealt with appropriately.
The key procedures that were in place and effective
throughout the year and that have been established
and designed to provide effective internal financial
control are:
• an established organisational structure with clear
lines of responsibility, approval levels and
delegated authorities;
• a disciplined management and committee structure
which facilitates regular performance review and
decision-making. This includes the Board, which
met 10 times in 2024, and its Committees
(including Audit & Risk, Remuneration, Nomination
and Sustainability), the Executive Committee,
and operational and risk management committees
at various levels throughout the Group;
• a comprehensive strategic review and quarterly
business planning process, including annual budgeting,
two in-year reforecasts and financial reporting;
• regular reviews of business performance including:
weekly trading pack and Executive Committee
trading review meeting, monthly review of
financial performance based on a detailed monthly
management accounts pack and regular Board
deep dives into key strategic initiatives;
• a Code of Conduct, Group policies and procedures
underpinning the operations of the business;
• an embedded and comprehensive risk management
framework as described above and in the Risk report;
• a risk and controls compliance certification process
conducted in relation to the full-year results and
business activities generally;
• annual compliance training programme for all
employees covering a range of topics including
positive confirmation of policy awareness and
compliance. Completed by 98.6% of employees
in 2024;
• a robust system of internal controls over financial
reporting, supported by documented minimum
control frameworks and a financial statement
verification process;
• an Internal Audit function whose work spans the whole
Group; and
• an incident reporting process and independent
whistleblowing line (further details can be found
on the next page) that enables concerns and/or
risk incidents to be reported confidentially and
on an anonymous basis and for those concerns
to be investigated.
Group Internal Audit
The Internal Audit function focuses on providing
assurance over the design and operating effectiveness
of the internal control system and enhancing the
Group’s internal controls. It has an annual plan based
on a rolling programme and specific risk-based audits,
which are approved by the Committee every year.
Internal Audit sits independently of the business,
with no responsibility for operational management.
The Director of Risk and Audit oversees delivery of the
internal audit programme using in-house resources
and the services of external subject matter experts,
as necessary. The internal audit plan, being risk-based,
is focused on those areas deemed critical to achieving
our business objectives.
During 2024, Internal Audit completed 13 audits
covering financial, operational and compliance
controls including: business resilience planning; sales
commissions; ecommerce; employee expenses; and
artificial intelligence usage. Completed audits resulted
in over 40 recommendations for control or process
improvements. Each audit was given an overall rating
ranging from ‘highly effective’ to ‘needs significant
improvement’. There were no audit areas that were
rated as needing significant improvement in 2024.
The Committee oversees the performance of the
Internal Audit function and the Director of Risk and
Audit attends all Committee meetings. In addition,
a review of the effectiveness of the Internal Audit
function is undertaken each year.
The Committee concluded that the function continues
to operate effectively.
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Other Information
Audit & Risk Committee Report continued
Speak Up Policy and procedure
The Group has an established Speak Up Policy (the
Policy) and procedure in place, which provides a
confidential, independent whistleblowing line where
employees may report any concerns about the integrity
of the business or breaches of the Group’s policies
without fear of criticism or future discrimination.
The Policy is supported by an independent external
service provider, overseen by the Director of Risk
and Audit. The Policy is owned by the Director of
Risk and Audit with oversight from the Committee.
The Director of Risk and Audit oversees the investigation
of all reported concerns, involving relevant resources
as necessary. The Group General Counsel and Group
HR Director are informed of all cases as they arise.
The CEO and Committee Chair are also informed.
The Committee reviews all information received
to ensure the process is working in accordance
with the Policy.
The Committee has reviewed the Policy and procedures
and concluded they are strong and adequate.
Effectiveness of risk management and
internal controls system
In accordance with the 2018 Code, the Committee, on
behalf of the Board, reviewed the effectiveness of the
Company’s risk management and internal control
systems, covering all material controls, including
financial, operational and compliance controls
and concluded that they were effective.
In completing this review, the Committee:
• reviewed reports from the Internal Audit function
and management teams, which provided reasonable
assurance that internal control procedures remain
in place and are being followed. Formal procedures
were established for taking appropriate action to
correct weaknesses identified from these reports and
for enhancing the internal control environment. The
Committee confirmed that necessary actions have
been or are being taken where failings or weaknesses
were identified;
• reviewed the results of the risk and controls
compliance certification process conducted in
relation to the full-year results, where all members of
the Senior Leadership Team certified the effectiveness
of risk management and internal control processes
in their areas of responsibility; and
• reviewed the Speak Up reporting process and
independent whistleblowing line that enables
concerns and/or risk incidents to be reported
confidentially and on an anonymous basis and
for those concerns to be investigated.
The Board reviewed the Committee’s assessment
and concurred with its conclusion.
Anne Bulford, CBE
Audit & Risk Committee Chair
4 March 2025
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CONTINUING
OUR FOCUS ON
COLLEAGUES
Olivia Streatfeild
Remuneration Committee Chair
Our report is split into two parts: our Annual Statement,
including this foreword and our 2024 Remuneration
at a glance summary on page 92, and the
Annual Remuneration Report.
I thank our shareholders for their support on
remuneration matters at our 2024 Annual General
Meeting (AGM), when the resolutions to approve our
2023 Directors’ Remuneration Report and the three-
yearly renewal of our Directors’ Remuneration Policy
each received strong shareholders’ support.
2024 performance and pay outcomes
Our strong performance that benefited all stakeholders
in 2024 enabled Reach to provide appropriate increases
in remuneration for our colleagues. Our people remain
our most important asset and recognising this with pay
that promotes retention and rewards performance will,
we believe, be to the long-term benefit of the business.
Our April 2024 base salary review increased salaries
by 5% across the business. This was a step change from
the 2023 salary review where we focused increases
on colleagues earning less than £60k per year, with a
pay freeze for many colleagues, including all executive
directors and Executive Committee members, earning
more than £60k per year.
Our strong adjusted operating profit outcome for 2024
(£102.3m) allowed our 2024 bonus ‘profit pool’ to be fully
self-funded and allowed us to pay bonuses to around
3,300 colleagues across the business.
Remuneration Report
Our executive directors also participated in the bonus
pool, and this meant we were able to award our first
bonuses for our executive directors for three years (2022
and 2023 bonuses for the executive directors were £nil).
Cash bonuses of 50% of base salary will be paid to each
of our CEO and CFO for the 2024 bonus, and each will
also receive a bonus deferred share award that is
capable of vesting in three years’ time (CEO 75%
of base salary; CFO 50% of base salary).
Before confirming these bonuses for the executive
directors, the Remuneration Committee also
considered performance against a wider range of
factors monitored throughout the year, including both
digital and print revenues, environmental performance
and diversity and inclusion actions.
The performance metrics for our 2022 Long Term
Incentive Plan (LTIP) award which were measured
over three years to 31 December 2024 were not attained
and these awards have lapsed in full (nil vesting).
The Remuneration Committee did not exercise any
discretion (positive or negative) regarding directors’
remuneration outcomes for 2024.
“Our people remain our most important asset and
recognising this with pay that promotes retention
and rewards performance will, we believe, be to the
long-term benefit of the business.”
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Committee membership
and attendance
Olivia Streatfeild, Chair 5/5
Anne Bulford 5/5
Priya Guha 5/5
Denise Jagger 5/5
Barry Panayi 5/5
Nick Prettejohn 4/5
Wais Shaifta 4/5
Applying our Remuneration Policy in 2025
We will apply our Directors’ Remuneration Policy in 2025
in a way which is closely aligned with how we applied
our Policy in 2024. As we have done over the past two
years, our 2025 annual bonus plan will have a single
metric across the business of adjusted operating profit,
but with a wider range of metrics also considered for
executive directors’ bonuses.
We also intend to make further LTIP awards in 2025. The
same mix of metrics and weightings as applied for 2024
LTIP awards (relative TSR, absolute TSR, RPM and CO
2
reduction targets) will again apply for 2025’s LTIP
awards. Further details are set out on page 103.
Matters to be approved at our 2025 AGM
At the 2025 AGM, shareholders will be asked to approve
the Directors’ Remuneration Report, which is the normal
annual advisory resolution on this report.
I hope that our shareholders will remain supportive
of our approach to executive pay at Reach and vote
in favour of this resolution.
The Committee welcomes all input on remuneration
matters and if you have any comments or questions
on any element of the Directors’ Remuneration Report,
please email me, care of Laura Harris, Group Company
Secretary, at company.secretary@reachplc.com. We are
grateful for the guidance and support we have received
from our shareholders on remuneration matters in the
past year.
I am pleased to confirm that Barry Panayi, Non-Executive
Director, who has served on the Board and the Committee
since October 2021 will take over as Committee Chair on
1 May 2025 at the conclusion of the 2025 AGM.
Olivia Streatfeild
Remuneration Committee Chair
4 March 2025
Remuneration Report continued
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Remuneration Report continued
2024 REMUNERATION AT A GLANCE
2024 Single total figure of remuneration for executive directors (£’000)
Executive directors (£’000) Salary Taxable benefits Pension benefits Other Single-year variable Multiple-year variable Total
Jim Mullen 523 23 39 – 662 – 1,247
Darren Fisher 374 23 28 54
1
378 – 857
1. Part of the buy-out awards made to Darren Fisher on joining Reach in 2023 vested on 13 May 2024 and had a value of £53,929.10 (67,076 shares; share price £0.804).
Summary of Remuneration Policy
Pay element Overview of Policy Remuneration in respect of 2024 Implementation of Policy in 2025
Base salary
Reviewed annually, considering salary increases
across the Group. Increases not normally to exceed
workforce increases
CEO, Jim Mullen = £529,646 (2023: £504,425)
CFO, Darren Fisher = £378,000 (2023: £360,000)
The increases in 2024 were at the same rate (5%) as
applied to all eligible colleagues at that time. Our CEO
had received nil increase in 2023 and our CFO joined
the business in February 2023 and received no increase
in April 2023
Salary review date is 1 April 2025. If the CEO and CFO
receive any salary increase, this will be in line with
workforce increases for 2025
Benefits
Benefits typically consist of provision of a car
allowance, private medical cover, permanent
health insurance and life assurance
In line with Policy No change to benefits for 2025
Pensions
7.5% salary contribution level, with this rate being
within the range of contribution rates for the
workforce (for which there are a large range
of legacy arrangements in place)
7.5% of base salary No change to pensions for 2025
Annual
bonus
Maximum annual bonus opportunity of 125% of salary
for CEO and 100% of salary for CFO based on financial/
business performance, with financial measures to be
not less than 50% of the total bonus opportunity
Any bonus up to 50% of salary is paid in cash, with
the remainder delivered in the form of deferred
bonus share awards vesting after three years
Clawback provisions apply
Annual bonus for 2024 confirmed as 100% of maximum
Performance measures for 2024 were fully assessed on
Group adjusted operating profit for 2024. Progress was
also considered against a wider range of factors
(including Customer Value Strategy, diversity and
inclusion and costs management)
Maximum annual bonus opportunities remain at 125%
of salary for CEO and 100% of salary for CFO
Performance measures for 2025 will be similar to 2024.
These are fully assessed on Group adjusted operating
profit. Progress will also be considered on a wider range
of factors
LTIP
Annual awards of LTIP of 175% of salary for CEO and
150% of salary for CFO in normal circumstances
Awards vest subject to performance over a three-year
period. Vested shares are subject to an additional
two-year holding period
Malus and clawback provisions apply
Awards of 175%/150% of salary made to the CEO/CFO
2024 LTIP performance to be measured over the three
financial years to December 2026 against relative TSR
(40% weighting), absolute TSR growth (20% weighting),
Customer Value Strategy metrics (25% weighting), and
ESG (Scope 1 and Scope 2 reduction) (15% weighting)
2022 LTIP has nil vesting
No change to structure or quantum of LTIP for 2025
Performance to be measured over the period
January 2025 to December 2027 against the same mix
of metrics as applied for 2024 LTIP awards
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Remuneration Report continued
Introduction
This Directors’ Remuneration Report has been prepared in accordance with the
provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)
(DRR Regulations).
The report meets the requirements of the FCA Listing Rules and the Disclosure
Guidance and Transparency Rules. In it, we describe how the principles of good
governance relating to directors’ remuneration, as set out in the FRC’s UK
Corporate Governance Code July 2018 (2018 Code), are applied in practice.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy for executive and non-executive directors for the
three-year period expiring at the Company’s 2027 AGM, and which was approved by
shareholders at the 2024 AGM on 2 May 2024, can be found within the Company’s 2023
Annual Report which is available on the Company’s website at www.reachplc.com/
investors/results-and-reports.
Annual Remuneration Report
The following section provides details of how the current Policy was implemented
during 2024. References to 2024 or any other year in the Annual Remuneration Report
(unless otherwise stated) refer to a calendar year (1 January to 31 December inclusive).
The Remuneration Committee is a committee of the Board of directors and has been
established with formal terms of reference approved by the Board. The Committee’s
purpose is to help the Board fulfil its oversight responsibility by ensuring that Reach’s
Remuneration Policy and practices reward fairly and responsibly, link to corporate
and individual performance, and take account of the generally accepted principles
of good governance. A copy of the terms of reference is available on the Company’s
website at www.reachplc.com.
The Committee fulfils its duties with a combination of formal meetings and informal
consultation with relevant parties internally. During the year, the Committee, where
appropriate, sought advice and assistance from the executive directors and the Group
HR Director in connection with carrying out its duties. The activities of the Committee
include appropriate review and oversight of the operation and implementation of the
Company’s Remuneration Policy each year. The Committee also reviewed its terms of
reference in the year.
The Chairman of the Board, together with the CEO, is responsible for evaluating and
making recommendations to the Board on the remuneration of the non-executive
directors. Members of the Committee and any person attending its meetings do not
participate in any decision on their own remuneration.
The Committee met five times during the year, and details of members’ attendance
at meetings are provided on page 68 of the Governance Report and page 91 of this
Remuneration Report.
During the year, the Committee considered its obligations under the 2018 Code
and concluded that:
• the Directors’ Remuneration Policy supports the Company’s strategy, including
the performance measures chosen; and
• remuneration for our directors remains appropriate.
In addition, the Committee has ensured that its policy and practices are consistent
with the six factors set out in Provision 40 of the 2018 Code:
Clarity – our Policy is well understood by our senior executive team and has been
clearly articulated to our shareholders and representative bodies.
Simplicity – the Committee is mindful of the need to avoid overly complex
remuneration structures that can be misunderstood and deliver unintended
outcomes. Therefore, a key objective of the Committee is to ensure that our
executive remuneration policies and practices are straightforward to communicate
and operate. We operate one annual bonus and one senior executive share plan
across all our senior team.
Risk – our Policy has been designed to ensure that inappropriate risk-taking is
discouraged and will not be rewarded, through: 1) the balanced use of both annual
incentives and LTIPs; 2) the significant role played by shares in our incentive plans,
together with bonus deferral and in-employment and post-cessation shareholding
guidelines; and 3) malus and clawback provisions within all our incentive plans.
The Committee reviews the overall appropriateness of all incentive plan outcomes
before they are confirmed, and any risk-related concerns can be considered during
that review.
Predictability – our incentive plans are subject to individual caps, with our share plans
also subject to appropriate share plans dilution limits. The weighting towards use of
shares within our incentive plans means that actual pay outcomes are highly aligned
to the experience of our shareholders.
Proportionality – there is a clear link between individual awards, delivery of strategy
and our long-term performance. In addition, the significant role played by incentive/
‘at risk’ pay, together with the structure of the executive directors’ service contracts,
ensures that poor performance is not rewarded. Both post-vesting holding periods for
LTIP awards and deferral of annual bonus ensures that rewards at Reach are aligned
with longer-term shareholder experience.
Alignment to culture – our executive pay policies are fully aligned to Reach’s
culture through the use of metrics in both the annual bonus and the application of
performance conditions for LTIPs. These metrics consider how we perform against
key aspects of our strategy.
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Summary of shareholder voting on remuneration matters
The table below shows the results of the votes on: 1) the Directors’ Remuneration Policy at the 2024 AGM; and 2) the advisory vote on the 2023 Directors’ Remuneration Report at the
2024 AGM.
Resolution text Votes for % for Votes against % against Total votes cast Votes withheld
1) Approve the Directors’ Remuneration Policy 214,150,887 89.92 24,007,481 10.08 238,158,368 24,458
2) Approve the Directors’ Remuneration Report 218,832,862 91.89 19,324,155 8.11 238,157,017 25,809
Single total figure of remuneration for executive directors (audited)
The table below sets out a single figure for the total remuneration received by each executive director for the years ended 31 December 2024 and 31 December 2023.
Salary
£’000
Taxable benefits
£’000
Pension benefit
£’000
Total fixed
remuneration £’000
Other
£’000
2
Single-year
variable £’000
Multiple-year
variable £’000
Total variable
remuneration £’000
Total
£’000
Executive director 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Jim Mullen 523 504 23 22 39 38 585 564 – – 662 – – – 662 – 1,247 564
Darren Fisher
1
374 330 23 21 28 25 425 376 54 195 378 – – – 432 195 857 571
1. Darren Fisher was appointed as CFO on 1 February 2023 and accordingly 2023 data represents a part year.
2. Part of the buy-out awards made to Darren Fisher on joining Reach in 2023 vested on 13 May 2024 and had a value of £53,929.10 (67,076 shares; share price £0.804). The 2023 values shown represent
the vesting of other buy-out awards in 2023 and a buy-out cash payment made in 2023.
Remuneration Report continued
The Company engages in collective bargaining on pay for those areas in the business
where there are agreements to do so. The members of the Committee (as full Board
members) are kept informed on these engagements.
We consider that our executive directors’ pay is shown to be aligned to wider
Company pay policy through the consistency of approach taken on base salary
increases and annual bonus measures.
Before proposing the revised and updated Directors’ Remuneration Policy which
was presented at the 2024 AGM, the Company engaged with some of its major
shareholders with regards to the continued appropriateness of our Policy.
Advisers
The Committee evaluates the support provided by its advisers annually to ensure
that advice is independent, appropriate and cost-effective. The Committee retains
responsibility for appointing any consultants in respect of executive director
remuneration.
The Committee received advice from FIT Remuneration Consultants LLP (FIT) in 2024.
FIT was appointed by the Committee in 2019 following a competitive tender process.
FIT also provided share plan implementation advice to the Company during the year.
The Committee reviewed the advice provided to it and is satisfied that the advice
received from FIT in 2024 was independent and objective. FIT does not have any
connection with the Company or its directors.
FIT’s total fees for the provision of remuneration services to the Committee in 2024
were £69,250 plus VAT. These fees were charged on the basis of FIT’s normal terms
of business for advice provided.
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SALARY (AUDITED)
The salary review date in the year was 1 April 2024. The CEO and CFO each received
a 5% increase in base salary which was in line with the percentage increase for all
colleagues in the UK and Republic of Ireland made at that time.
Salary until
31 March 2024
Salary from
1 April 2024 % increase
Jim Mullen £504,425 £529,646 5%
Darren Fisher £360,000 £378,000 5%
TAXABLE BENEFITS (AUDITED)
This item incorporates the value of all tax-assessable benefits arising from
employment with the Company and relates to the provision of car allowance
and healthcare cover. Although not taxable, we also include as required by the
DRR Regulations, the deemed value of Sharesave, being the value of the award
made (discounted option price compared to the year-end share price).
Car allowance
Value of
healthcare cover
Value of
Sharesave
Jim Mullen £20,000 £2,991 £159
Darren Fisher £20,000 £2,991 £159
PENSIONS (AUDITED)
For both Jim Mullen and Darren Fisher, this item applied a 7.5% pensions contribution
rate throughout the year to paid salary.
Neither of the executive directors participated in any of the Group’s defined
contribution or defined benefit pension schemes. Each executive director received
the above as an annual cash sum to use for pension purposes.
SINGLE YEAR VARIABLE (AUDITED)
The 2024 annual bonus was based on the achievement of Group adjusted operating
profit as described below.
Measure
Weighting
(% of bonus)
Below
Target Target Stretch Actual
Total payout
(% of maximum)
Group adjusted
operating profit 100%
Below
£98m
(nil)
£98m
(10%)
Equal to
or above
£100.6m (100%) £102.3m 100%
Total 100%
The use of Group adjusted operating profit as the sole metric allowed a ‘profit pool’
from which all Reach 2024 bonuses were self-funded, covering a total of around
3,300 colleagues. This consistency of approach on 2024 annual bonus throughout
the Company helped to drive focus on this key profit metric in a challenging
operating environment.
The range for Group adjusted operating profit was set to reflect budgets for 2024.
No bonus was payable for below on-target performance and 10% of maximum only
was payable at 2024’s on-target level (£98m); this level was also ahead of the prior
year attainment (2023: £96.5m).
The Group adjusted operating profit for 2024 which was achieved at £102.3m allowed
bonuses to be self-funded in full.
For our executive directors, before confirming bonus outcomes for 2024, the
Remuneration Committee also took account of a range of performance factors
(a number of which are KPIs) including the following:
• Revenue per thousand page views (RPM) which increased materially in 2024
to £9.70 (2023: £8.18) (KPI)
• Print Revenues – maintaining print revenues to expected levels (KPI)
• Costs – managing year-on-year cost reductions appropriately to ensure profitability
was maintained
• ESG – remaining on track to deliver Scope 1 and Scope 2 reductions by the mid-point
(2026) of our plan for Scope 1 and Scope 2 emissions to be halved by 2030
• Diversity and Inclusion – qualitative measurement of progress regarding Talent
Acquisition diversity and the actions required to further progress our reduction of
the Gender Pay Gap.
Having reviewed the material progress against these performance factors, and
the performance of the Group more holistically in addition to the level of adjusted
operating profit achieved, the Remuneration Committee regarded it as appropriate
to confirm the formulaic outcomes of the 2024 annual bonus for the executive
directors based on Group adjusted operating profit without further adjustment.
In the year, the annual bonus maximum for the CEO was 125% of base salary and 100%
of base salary for the CFO. Any portion of bonus above 50% of base salary is deferred
in shares for three years. Accordingly, a maximum outcome produces an annual
bonus of £662,057 for the CEO (where 75% of salary, £397,234 is deferred) and an
annual bonus of £378,000 for the CFO (where 50% of salary, £189,000 is deferred).
Deferrals are made under the terms of the Restricted Share Plan (RSP). Until released,
these awards are subject to potential forfeiture on ceasing employment in some
circumstances (see page 102).
Remuneration Report continued
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2022 LTIP AWARDS (AUDITED)
Details of the performance metrics applying for the 2022 LTIP awards, the performance
period for which ended in December 2024, are summarised below.
Vesting of the 2022 LTIP award was dependent on achieving performance metrics on
relative Total Shareholder Return (TSR) (70% weighting), Cumulative Net Cash Flow (20%
weighting), and Overall Digital Average Revenue Per User (ARPU) (10% weighting) as follows:
TSR performance relative to constituents of FTSE 250
(ex. IT) % of award that can be exercised
Upper quartile or above 70%
Between median and upper quartile Straight-line vesting between 14% and 70%
Median 14%
Below median Nil
TSR performance was measured using a three-month average period at the start and
end of the three-year performance period. The Company’s ranking was below median
(89
th
percentile), which warranted nil vesting of the TSR shares.
Cumulative Net Cash Flow over the performance period % of award that can be exercised
£330m (or above) 20%
Between £285m and £330m Straight-line vesting between 4% and 20%
£285m 4%
Below £285m Nil
Cumulative Net Cash Flow was measured over financial years 2022, 2023 and 2024.
However, the Cumulative Net Cash Flow attained was £171m and so was below the
£285m threshold. Accordingly, there was nil vesting of the Cumulative Net Cash Flow
shares. Cumulative Net Cash Flow for the 2022 award was defined as the net cash flows
generated by the business before the payment of dividends, pension deficit funding
and associated tax relief, and the cost of acquisitions, and before any significant
cash outflows that have been treated as non-recurring in the financial statements.
The Customer Value Strategy metrics applied for the 2022 award considered Overall
ARPU with the following scale, measured to the end of financial year 2024. Overall ARPU
is defined as the total digital revenue generated across the business, divided by the
active UK digital audience (based on the accepted industry measurement standard).
The ARPU figure attained was £3.80, and there was nil vesting of the ARPU shares.
ARPU % of award that can be exercised
£5.85 (or above) 10%
Between £5.57 and £5.85 Straight-line vesting between 7.33% and 10%
Between £5.29 and £5.57 Straight-line vesting between 2% and 7.33%
£5.29 2%
Below £5.29 Nil
Single total figure of remuneration for non-executive directors
(audited)
The table below sets out a single figure for the total remuneration received by each
non-executive director for 2023 and 2024.
Base fee
£’000
Other fees
£’000
Total
£’000
2024 2023 2024 2023 2024 2023
Anne Bulford 54 52 13 13 67 65
Priya Guha 54 52 13 13 67 65
Denise Jagger 54 52 13 13 67 65
Barry Panayi 54 52 – – 54 52
Nick Prettejohn
1
193 185 – – 193 185
Wais Shaifta 54 52 – – 54 52
Olivia Streatfeild 54 52 13 13 67 65
1. This amount includes amounts paid to Nick Prettejohn during 2024 correcting for payroll errors
from earlier years (less than £1,000 in aggregate).
The non-executive director fee rates below were in place during 2024.
Fees until
31 March 2024
Fees from
1 April 2024
Chairman base fee £185,400 £194,670
1
Non-executive director base fee £52,000 £54,600
1
Additional fee for Senior Independent Director £12,500 £12,500
Additional fee for chairing Audit & Risk Committee £12,500 £12,500
Additional fee for chairing Remuneration Committee £12,500 £12,500
Additional fee for chairing Sustainability Committee £12,500 £12,500
1. Increase in line with 5% review for colleague salaries.
The aggregate remuneration of all executive and non-executive directors under salary,
fees, benefits, cash supplements in lieu of pensions and annual bonus in 2024 was
£2.62m (2023: £1.63m).
Remuneration Report continued
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Financial Statements
Other Information
LTIP interests awarded in 2024 (audited)
On 8 May 2024, Jim Mullen and Darren Fisher were granted awards under the LTIP.
To the extent that performance conditions are met, these awards will vest on 8 May 2027.
The three-year period over which performance is to be measured is from 1 January
2024 to 31 December 2026. Vested shares are subject to a two-year holding period.
Date of grant
Shares over which
awards granted
1
Value of awards
granted % of salary
Jim Mullen 8 May 2024 1,311,004 £926,880 175
Darren Fisher 8 May 2024 801,980 £567,000 150
1. The base price for calculating the level of awards was £0.707, the three-month average share
price to the date of grant.
Vesting of LTIP awards granted (as nil-cost options) in 2024 is subject to four
performance conditions: relative TSR (40% of each award), absolute TSR growth (20%),
RPM (25%) and ESG – reduction in Scope 1 and Scope 2 emissions (15%).
More details of the targets applying to these awards are included in the tables below.
TSR performance relative to constituents of FTSE
SmallCap (ex. IT) % of award that can be exercised
Upper quartile or above 40% (100% of this part)
Between median and upper quartile Straight-line vesting between 8% and 40%
Median 8% (20% of this part)
Below median Nil
Absolute growth in TSR (three-year CAGR) % of award that can be exercised
20% or above 20% (100% of this part)
Between 10% and 20% Straight-line vesting between 4% and 20%
10% 4% (20% of this part)
Below 10% Nil
For both TSR conditions, measurement will be on the basis of three-month average
return figures at the start and end of the performance period. In the three-month
average base period to 31 December 2023, Reach’s average share price was £0.754.
The RPM metrics relate to Reach’s Customer Value Strategy. For RPM, the range of
targets has been set by the Committee for 2024 LTIP awards by reference to the
three-year business plan, and the Committee considers the ranges set to require
stretching growth over the period 2024 to 2026.
The Committee regards the RPM targets for the 2024 LTIP awards as commercially
sensitive at the current time and, accordingly, will not be disclosing the target ranges on a
prospective basis. The information will be disclosed when it is appropriate to do so, and no
later than on the publication of the Directors’ Remuneration Report for the year of vesting.
The environmental metrics will measure the absolute reduction in Scope 1 and Scope 2
emissions (tCO
2
e) over the period 1 January 2024 to 31 December 2026.
% reduction from 2023 baseline % of award that can be exercised
19% or above 15% (100% of this part)
Between 16% and 19% Straight-line vesting between 3% and 15%
16% 3% (20% weighting of this part)
Below 16% Nil
The targets for this metric are aligned to Reach’s near-term science-based
targets for Scope 1 and Scope 2 emissions in 2030 which were approved by the
Sustainability Committee in December 2023 and the measurement will be subject
to external verification.
If there are changes to the business that would result in significant changes in the
emissions inventory, Reach plc’s 2030 baseline and targets would be recalculated
in line with best practice in a process overseen by the Sustainability Committee with
external validation. The Committee will continue to work closely with the Sustainability
Committee to ensure the environmental metrics for LTIP continue to be an appropriate
incentive as the business evolves.
Payments to past directors and payments for loss of office
(audited)
There were no payments to past directors in the year or payments for loss of office.
Following the 2024 financial year end, Simon Fuller’s 2022 LTIP award (which had
been retained on a time pro-rated basis) lapsed in full.
External directorship fees
Jim Mullen serves as a non-executive director of Racecourse Media Group Limited.
For 2024, he received fees of £40,000, which he retained.
Annual percentage change in remuneration of directors and
employees
The table on the next page shows the percentage change in CEO remuneration from
the prior year, compared to the average percentage change in remuneration for all
other employees. In accordance with Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as amended),
we also show the relevant percentage changes for all other directors, and figures
are shown for 2020 through to 2024.
The CEO’s and CFO’s remuneration includes base salary paid in 2024, taxable benefits
and bonus. The base salary and taxable benefits for all other employees is calculated
using the increase in the earnings of employees taken from salary (as at the end of the
year and the end of the previous year) and payroll and P11D data from the relevant tax
years. It excludes any discount from participation in the Reach Savings-Related Share
Option Scheme.
Remuneration Report continued
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Remuneration Report continued
The table is based on a consistent set of employees, that is, the same individuals appear in both years’ populations for comparisons. The annual bonus is the amount payable in
respect of 2024 compared to the amount paid in respect of 2023 (nil). The base salary data for part-time employees has been pro-rated up to the full-time equivalent.
Jim Mullen
CEO
All other
employees
5
Darren Fisher
CFO
6
Nick Prettejohn
Chairman
Anne Bulford
Non-Executive
Director
7
Priya Guha
Non-Executive
Director
8
Denise Jagger
Non-Executive
Director
9
Barry Panayi
Non-Executive
Director
10
Wais Shaifta
Non-Executive
Director
8
Olivia Streatfeild
Non-Executive
Director
2024
1,2
Salary 3.8% 6.7% 13.3% 4.3% 3.1% 3.1% 3.1% 3.8% 3.8% 3.1%
Taxable benefits 4.5% (14.2)%
11
9.5% n/a n/a n/a n/a n/a n/a n/a
Annual bonus 100% 100% 100% n/a n/a n/a n/a n/a n/a n/a
2023
1
Salary 0.6% 5.4% n/a 1.1% 4.8% 282.4% n/a 6.1% 205.9% 4.8%
Taxable benefits 0.0% 7.0% n/a n/a n/a n/a n/a n/a n/a n/a
Annual bonus
3
0.0% 0.0% n/a n/a n/a n/a n/a n/a n/a n/a
2022
Salary 2.7% 6.3% n/a 1.7% 6.9% n/a n/a 390.0% n/a 21.6%
Taxable benefits (12.0%) 10.7% n/a n/a n/a n/a n/a n/a n/a n/a
Annual bonus
3
(100%) (100%) n/a n/a n/a n/a n/a n/a n/a n/a
2021
Salary 13.2% 3.8% n/a 11.8% 13.7% n/a n/a n/a n/a 27.5%
Taxable benefits 13.6% (0.3%) n/a n/a n/a n/a n/a n/a n/a n/a
Annual bonus 100% 100% n/a n/a n/a n/a n/a n/a n/a n/a
2020
Salary
4
(14.8%) 4.2% n/a (10.6%) 112.5% n/a n/a n/a n/a (11.1%)
Taxable benefits nil 2.9% n/a n/a n/a n/a n/a n/a n/a n/a
Annual bonus
3
(100%) (100%) n/a n/a n/a n/a n/a n/a n/a n/a
All figures are expressed as percentage changes from the prior year
1. Please see the single total figure of remuneration tables for both the executive directors and non-executive directors.
2. Annual reviews from 1 April each year produce year-on-year changes and, for non-executive directors, differentials can reflect changes in committee chair responsibilities.
3. The annual bonus for 2023 was nil, the annual bonus for 2022 was nil and the annual bonus for 2020 was cancelled.
4. The voluntary salary reduction in 2020 for all directors impacts differentials for 2020 and 2021.
5. There are no other employees of the listed parent and, as such, the all employees (of the Group) measure is a more appropriate comparable.
6. Darren Fisher was appointed as Chief Financial Officer on 1 February 2023. Accordingly, the percentage difference in 2024 shown represents a comparison between a full year (2024) and a part year (2023).
7. Anne Bulford was appointed as a non-executive director on 18 June 2019. Accordingly, the percentage difference in 2020 shown represents a comparison between a full year (2020) and a part year (2019).
8. Priya Guha and Wais Shaifta were appointed as non-executive directors on 1 September 2022. Accordingly, the percentage difference in 2023 shown represents a comparison between a full year (2023)
and a part year (2022).
9. Denise Jagger was appointed as a non-executive director on 31 December 2022.
10. Barry Panayi was appointed as a non-executive director on 13 October 2021. Accordingly, the percentage difference in 2022 shown represents a comparison between a full year (2022) and a part year (2021).
11. This reflects a change in taxable values from benefits due to changes in car policies.
98Reach plc Annual Report 2024
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Financial Statements
Other Information
Remuneration Report continued
Chief Executive Officer pay ratio
The table below shows the ratio of the CEO’s single figure total of remuneration
to the total remuneration for the median (50
th
percentile), 25
th
and 75
th
percentile
paid employee.
Year Method
25
th
percentile
pay ratio Median pay ratio
75
th
percentile
pay ratio
2018 Option B 38:1 27:1 18:1
2019
1
Option B 43:1 31:1 24:1
2020 Option B 17:1 14:1 11:1
2021 Option B 59:1 53:1 41:1
2022 Option B 18:1 16:1 10:1
2023 Option B 17:1 14:1 9:1
2024 Option B 35:1 26:1 19:1
1. The CEO single figure total of remuneration for 2019 was determined by adding together Simon
Fox and Jim Mullen’s single figures of total remuneration as disclosed in the single figure table
for that year.
The ratios are calculated using the Option B methodology set out in the DRR
Regulations. This was considered the optimum approach utilising data compiled for
annual gender pay reporting which provides a robust set of data to refer to in order
to identify representative employees in the organisation at median, lower and upper
quartile. Our preference is to have a consistent reporting reference date.
The median, 25
th
and 75
th
percentile employees were identified from the list of full pay
relevant employees in the organisation on 5 April 2024 and where the individuals were
also in employment at full year end in December 2024. The total compensation
figure was then calculated and checks made to ensure the employees identified are
representative of pay at these levels in the organisation. The data points are reflective
of our Company structure and types of roles across the organisation and accordingly
the Committee believes the median pay ratio for 2024 to be consistent with the pay,
reward and progression policies for the Company’s UK employees taken as a whole
as at the reference date.
The median pay ratio for 2024 is higher than the figure reported for 2023. This is due
to an annual bonus being payable to the CEO for 2024 performance, compared to
no bonus payment in 2023. LTIP vesting is nil for awards granted in 2022 so the ratio
remains lower than years when both bonus and LTIP outcomes were positive.
As the CEO pay ratio will involve the inclusion of variable pay outcomes for any year,
it is reasonable to expect the ratio to vary from year to year. However, the Committee
will take employee pay arrangements into account when setting the pay of our
executive directors for any year, and is committed to paying our directors
appropriately and in line with Company performance.
Supporting data compensation figures
25
th
percentile Median
75
th
percentile
Total employee pay and benefits figure £36,080 £47,980 £66,934
Salary and wages component of total employee pay
and benefits figure £33,312 £43,730 £61,635
Review of past performance
The following chart illustrates the Company’s performance as measured by TSR
compared to the FTSE SmallCap Index, which is considered the most appropriate
form of ‘broad equity market index’ against which the Company’s performance
should be measured (of which the Company is a constituent), and the FTSE AllShare
Index (of which the Company is also a constituent), and to the FTSE 350 Media Index,
as required by legislation.
10-year TSR chart
14 15 16 17 18 19 20 21 22 2423
250
300
200
150
100
50
FTSE Small Cap IndexFTSE All-Share Index
FTSE 350 Media Index
Reach plc
Source: Refinitiv Eikon
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Financial Statements Other Information
Relative importance of spend on pay
The table below shows shareholder distributions (dividends and any share buy-backs)
and total employee pay expenditure for 2023 and 2024, along with the percentage
change in both.
2024
£’000
2023
£’000
% change
2023–2024
Shareholder distributions (dividends) 23,200 23,100 0.4%
Total employee expenditure 213,500 221,700 (3.7)%
Directors’ beneficial interests shareholding requirements
(audited)
The table below sets out the beneficial interests of the current non-executive directors
in the share capital of the Company as at 31 December 2024.
Non-executive directors
1
Ordinary shares at
31 December 2024
Ordinary shares at
31 December 2023
Anne Bulford 11,953 11,953
Priya Guha – –
Denise Jagger – –
Barry Panayi 3,979 3,979
Nick Prettejohn 131,640 131,640
Wais Shaifta – –
Olivia Streatfeild 55,255 55,255
1. Includes the interests of connected persons.
The table below sets out beneficial interests of the executive directors in the share
capital of the Company and achievement against shareholding requirements,
being 200% of base salary for the CEO and CFO. The requirements were not met
as at 31 December 2024.
Until the relevant shareholding levels are attained, executive directors are required
to retain 100% of shares vesting, after the sale of sufficient shares to meet any income
tax or National Insurance obligations in respect of vested LTIP awards or in respect of
vested deferred bonus share awards (such awards are made under the RSP).
Executive directors
Owned
outright
1
Unvested and
subject to other
conditions
2
Total share
interests
for SOGs
3
Value
of share
interests
4
Current
shareholding
(% salary/fee)
Jim Mullen 806,009 85,514 891,523 £709,159 134%
Darren Fisher 93,106 237,742 330,848 £182,518 48%
1. Includes the interests of connected persons.
2. For the CEO, these are RSP awards in respect of deferred bonus, and for the CFO are buy-out
awards. The RSP awards and buy-out awards are subject to continuing service requirements
and malus and clawback provisions.
3. Share Ownership Guidelines.
4. Calculations are based on the share price as at 31 December 2024. Value of the RSP and the
CFO’s buy-out awards are reduced by 47% to reflect estimated tax and NI due at time of vesting
in line with Investment Association guidelines.
None of the directors has a beneficial interest in the shares of any other
Group company. Since 31 December 2024 and up to the latest practicable date
(25 February 2025), there have been no changes in the directors’ interests in shares.
The lowest closing price of the shares during the year was £0.591 and the highest price
was £1.076. The share price as at 31 December 2024 was £0.833.
Remuneration Report continued
Chief Executive Officer’s single figure of remuneration
2015 2016 2017 2018 2019(a)
1
2019(b)
2
2020 2021 2022 2023 2024
Single figure of remuneration (£’000) 2,260 749 893 949 780 323 485 2,069 561 564 1,247
Annual bonus outcome (% of maximum) 34.6% 34.6% 39.7% 38.3% 67.65% 67.65% nil 70.83% nil nil 100%
LTIP vesting (% of maximum) 25.3% nil 40% 40% 40% n/a n/a 100% nil nil nil
1. 2015 to 2019(a) figures for the CEO are in respect of Simon Fox. Simon Fox resigned on 16 August 2019.
2. 2019(b) to 2024 figures are in respect of Jim Mullen.
100Reach plc Annual Report 2024
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Governance
Financial Statements
Other Information
Remuneration Report continued
Directors’ interests in shares under the Reach share plans (audited)
Director
Date
of grant
Share price used
at date
of grant
At
1 January 2024 Granted
Exercised LTIPs/
released RSPs
1
Lapsed
At 31
December 2024
Performance
period
Exercise period
(holding period)
Jim Mullen
LTIP 11.05.21 £2.3517 364,430 – – (364,430) – 28.12.20-31.12.23 11.05.24-11.11.24 (11.05.24-11.05.26)
Sharesave 14.07.21 £2.46 3,658 – – (3,658)
2
– 01.09.21-01.09.24 01.09.24-01.03.25
LTIP 11.04.22 £2.207 399,974 – – – 399,974 27.12.21-31.12.24 11.04.25-11.10.25 (11.04.25-11.04.27)
RSP 11.04.22 £2.207 85,514 – – – 85,514 – Restricted until 11.04.25
LTIP 13.04.23 £0.848 1,040,970 – – – 1,040,970 26.12.22-31.12.25 13.04.26-13.10.26 (13.04.26-13.04.28)
LTIP 08.05.24 £0.707 – 1,311,004 – – 1,311,004 01.01.24–31.12.26 08.05.27-08.11.27 (08.05.27-08.05.29)
Sharesave 23.09.24 £0.89 – 10,421
3
– – 10,421 – 01.11.27–01.05.28
Darren Fisher
LTIP 13.04.23 £0.848 582,708 – – – 582,708 26.12.22-31.12.25 13.04.26-13.10.26 (13.04.26-13.04.28)
Buy-out
4
06.06.23 £0.7771 61,164 5,912
5
(67,076)
6
– – – 13.05.24-12.11.24
Buy-out
4
06.06.23 £0.7771 80,816 – – – 80,816 – 28.03.25-28.09.25
Buy-out
4
06.06.23 £0.7771 77,360 – – – 77,360 – 28.03.25-28.09.25
Buy-out
4
06.06.23 £0.7771 79,566 – – – 79,566 – 28.03.26-28.09.26
LTIP 08.05.24 £0.707 – 801,980 – – 801,980 01.01.24–31.12.26 08.05.27-08.11.27 (08.05.27-08.05.29)
Sharesave 23.09.24 £0.89 – 10,421
3
– – 10,421 – 01.11.27-01.05.28
1. The aggregate amount of gains made by the directors on the exercise of share options in the year was £143,636 and release of vested RSP awards in the year was £0 (2023: £64,925 and £27,943).
The exercise of share options in 2024 included the release of an additional 103,055 shares to Jim Mullen in December 2024 for the value of dividends on vested 2019 LTIP shares during the relevant
two-year LTIP holding period from December 2022 to December 2024.
2. Jim Mullen cancelled his participation in the 2021 Sharesave Scheme as the option was underwater, resulting in the lapse of an option over 3,658 shares.
3. These shares were granted as options under the Reach Savings-Related Share Option Scheme.
4. These awards represent a buy-out of awards previously held by Darren Fisher that were forfeited on his joining the Company. The buy-out awards will vest on the original vesting dates of the forfeited
awards, subject to Darren’s continued employment with Reach up to the relevant vesting dates. The number of shares under the buy-out awards are equivalent in value to the awards forfeited,
calculated using a three-month average share price of £0.7771 per share.
5. On vesting of this award, another 5,912 shares in respect of dividends in the period to vesting were credited to this award in accordance with the terms of the LTIP plan rules.
6. Of the 67,076 LTIP shares which vested on 13 May 2024 and were exercised on 23 May 2024, 31,638 shares were sold to cover tax and NI liabilities. The share price on 23 May 2024 was £0.783.
101Reach plc Annual Report 2024Strategic Report
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Financial Statements Other Information
Details of plans
Long Term Incentive Plan
Vesting of LTIP awards is subject to continued employment and the Company’s
performance over a three-year performance period. If no entitlement has been
earned at the end of the relevant performance period, awards will lapse. There is
a two-year holding period on vested LTIP shares, with malus and clawback provisions.
All LTIP awards are granted as nil-cost options, with a six-month exercise period
post vesting.
The performance conditions for the 2022 LTIP awards are summarised on page 96.
The performance conditions for the 2023 awards were 75% on relative TSR and 25%
on Customer Value Strategy metrics (12.5% weighting on ARPU and 12.5% weighting
on RPM).
The performance conditions for the 2024 awards are summarised on page 97.
Restricted Share Plan
Awards under the RSP are deferred bonus share awards. Participants beneficially own
the restricted shares from the date of grant. Legal title is held by the RSP Trustees until
the restricted shares are released into the participant’s name. These awards may not
be transferred or otherwise disposed of by a participant for a period of three years
from the date of grant, and are subject to potential forfeiture on resignation or malus
and clawback provisions. Additional shares representing reinvested dividends may
be released following the vesting of share awards.
Restrictions on the shares end on the third anniversary of the grant, when the shares
will be released into the participant’s name.
Share plans dilution
Overall dilution from share plans for our share plans dilution limit is 5.7% of issued share
capital (ISC) as at 31 December 2024. This comprises 4.7% in respect of LTIP and 1.0% in
respect of Sharesave and other all-employee plans. These figures consider all share
plan awards made in the last 10 years, excluding awards which have lapsed and
awards which have been satisfied by shares purchased on the market by Reach’s
employees’ share trust. A further 0.6% of ISC is held by the employees’ share trust
and is available for use, which reduces effective share plans dilution to 5.1% of ISC.
Implementation of Remuneration Policy for 2025
Base salary
The Group-wide salary review date is 1 April 2025. As at the date of this report,
the salary of the CEO is £529,646 and the salary of the CFO is £378,000.
Pension and benefits
Jim Mullen and Darren Fisher each have a 7.5% of salary pension allowance for 2025.
Annual bonus and RSP
For 2025, the maximum annual bonus opportunity will be 125% of salary for the CEO
and 100% of salary for the CFO.
The annual bonus plan for our executive directors in 2025 will be fully assessed on
Group adjusted operating profit.
Before any 2025 annual bonus outcomes are confirmed, the Committee will conduct
an overview assessment of performance in the year and consider progress against
a wider range of factors.
Performance targets for the 2025 financial year are considered to be commercially
sensitive and are not disclosed on a prospective basis. However, it is intended that
performance against targets will continue to be disclosed in next year’s Annual
Remuneration Report.
Any bonus earned in excess of 50% of salary will be deferred in shares under the RSP
for three years.
LTIP awards to be awarded in 2025
In 2025, LTIP awards will be made to each of the CEO and CFO at the levels allowed
by the Policy (175% base salary for the CEO and 150% base salary for the CFO).
The three-year performance period for all metrics for the 2025 LTIP awards is the period
from 1 January 2025 to 31 December 2027. The balance of metrics will be:
• Relative TSR (40%);
• Absolute TSR Growth (20%);
• Revenue per thousand page views (RPM) (25%);
• ESG – reduction in Scope 1 and Scope 2 emissions (15%).
Remuneration Report continued
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Financial Statements
Other Information
The following paragraphs describe the targets for each metric.
TSR performance relative to constituents of FTSE
SmallCap (ex. IT) % of award that can be exercised
Upper quartile or above 40% (100% of this part)
Between median and upper quartile Straight-line vesting between 8% and 60%
Median 8% (20% of this part)
Below median Nil
Absolute growth in TSR (three-year CAGR) % of award that can be exercised
20% or above 20% (100% of this part)
Between 10% and 20% Straight-line vesting between 4% and 20%
10% 4% (20% of this part)
Below 10% Nil
For both TSR conditions, measurement will be on the basis of three-month average
return figures at the start and end of the performance period.
The FTSE SmallCap (ex. IT) is used for relative TSR as Reach was a member of that index
at the start of the performance period.
The RPM metrics relate to Reach’s Customer Value Strategy. For RPM the range of
targets has been set by the Committee for 2025’s awards by reference to the three-
year business plan, and the Committee considers the ranges set to require stretching
growth over the period 2025 to 2027.
The Committee regards the RPM targets for the 2025 LTIP awards as commercially
sensitive at the current time and, accordingly, will not be disclosing the target ranges
on a prospective basis. The information will be disclosed when it is appropriate to do
so, and no later than on the publication of the Directors’ Remuneration Report for the
year of vesting.
The environmental metrics will measure the absolute reduction in Scope 1 and Scope 2
emissions (tCO
2
e) over the period 1 January 2025 to 31 December 2027.
% reduction from 2024 baseline % of award that can be exercised
19% or above 15% (100% of this part)
Between 16% and 19% Straight-line vesting between 3% and 15%
16% 3% (20% of this part)
Below 16% Nil
The targets for this metric are aligned to Reach’s near-term science-based targets
for Scope 1 and Scope 2 emissions in 2030 which were approved by the Sustainability
Committee in December 2023 and the measurement will be subject to external
verification.
If there are changes to the business that would result in significant changes in the
emissions inventory, Reach plc’s 2030 baseline and targets would be recalculated
in line with best practice in a process overseen by the Sustainability Committee with
external validation. The Committee will continue to work closely with the Sustainability
Committee to ensure the environmental metrics for LTIP continue to be an appropriate
incentive as the business evolves.
Chairman and non-executive director fees
The fees for the Chairman and non-executive directors for 2025 will apply as described
on page 96.
Olivia Streatfeild
Remuneration Committee Chair
4 March 2025
Remuneration Report continued
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Financial Statements Other Information
COMPLIANCE WITH THE 2018
UK CORPORATE GOVERNANCE CODE
The Board considers that, during 2024, the Company applied the principles and complied with all of the provisions set out in the 2018 UK Corporate Governance Code (the 2018 Code),
for the period under review. Details on how Reach has applied the principles set out in the 2018 Code and how governance operates at Reach have been summarised throughout this
Governance section and elsewhere in this Annual Report as set out below. The full 2018 Code is available on the Financial Reporting Council’s (FRC) website at www.frc.org.uk.
Principles Pages and/or website
Board
leadership
and company
purpose
A – Promoting long-term sustainable success and value 65, and on our website at www.reachplc.com/investors/
corporate-governance/accountability
B – Purpose, value, strategy and alignment with culture 65, 67 and 68
C – Performance measures, controls and risk management 52, 88 and 89, and on our website at www.reachplc.com/
investors/corporate-governance/accountability
D – Shareholder and other stakeholder engagement 70 to 73, 107
E – Workforce policies and practices 66 to 68, 89
Division of
responsibilities
F – Chair role and responsibilities www.reachplc.com/investors/corporate-governance/
accountability
G – Board roles and responsibilities 62 to 64, 77 and on our website at www.reachplc.com/
investors/corporate-governance/accountability
H – Non-executive directors’ role and capacity 62 to 65, 106
I – Board effectiveness and efficiency 106
Composition,
succession
and evaluation
J – Board appointments and succession plans 75, 77 and 78
K – Board skills, experience, knowledge and tenure 75, 79, 106
L – Board evaluation and composition, diversity and effectiveness 76 and 77
Audit, risk and
internal control
M – Independence and effectiveness of internal and external audit functions, integrity of
financial and narrative statements
84, 88
N – Fair, balanced and understandable assessment of the Company’s position and prospects 83
O – Risk management and internal controls 55 to 59, 88
Remuneration P – Remuneration policies and practices 90 to 103, Remuneration Policy can be found on our website
www.reachplc.com/investors/results-and-reports
Q – Procedure for developing remuneration policy 93
R – Independent judgement and discretion when authorising remuneration outcomes 93 to 103
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Strategic Report
Governance
Financial Statements
Other Information
Directors’ Report
DIRECTORS’ REPORT
The Directors’ Report comprises the Governance Report (on pages 60 to 89), the Directors’ Report (on pages 105 to 109) and the Shareholder information section (on pages 180 and
181). The following information is provided in other appropriate sections of the Annual Report and is incorporated by reference in this table.
Information Reported in Page number(s)
Business review including principal risks, key performance indicators and
matters on environment, employees and social and community issues
Strategic Report 1 to 59
Likely future developments and performance
of the Company
Strategic Report 24
Stakeholder engagement Strategic Report 25 to 41
Governance Report 60 to 89 and 104
Engaging with employees Strategic Report 34
Governance Report 71
Employment of disabled persons Strategic Report 34
Greenhouse gas emissions, energy consumption and energy efficiency action Strategic Report 40 and 41
Task Force on Climate-related Financial Disclosures (TCFD) report Strategic Report 42 to 49
Viability statement Strategic Report 59
Compliance with the 2018 UK Corporate Governance Code Governance Report 104
Directors Our Board 62 to 64
Directors’ Remuneration Report 90 to 103
Directors’ Remuneration Report – directors’ beneficial
interests and shareholding requirements
100 and 101
Details of Long Term Incentive Plan Directors’ Remuneration Report 102
Going concern Financial statements 123 and 124
Accounting policies, financial instruments and financial risk management Financial statements 123 to 130
153 to 156
165 and 166
To comply with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the Management Report can be found in the Strategic Report or this Directors’ Report, including the material
incorporated by reference.
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Financial Statements Other Information
Directors’ Report continued
Articles of Association
The Company’s Articles of Association (the Articles)
set out the internal regulations of the Company
and cover such matters as the rights of shareholders,
the appointment and removal of directors, and the
conduct of the Board and general meetings.
The Articles can only be amended by at least a 75%
vote in favour from those voting in person or by proxy
at a general meeting of the shareholders.
A copy of the Articles is available to view on our website
at www.reachplc.com/investors/corporate-governance.
Directors
The directors of the Company who were in office during
the year and up to the date of signing the financial
statements are listed on pages 62 to 64, together with
details of each director’s skills, experience and current
external appointments. Details of directors’ beneficial
and any non-beneficial interests in the shares of the
Company are shown on page 100. Options granted to
directors under the Sharesave scheme, the Long Term
Incentive Plan and the Restricted Share Plan are shown
on page 101. More information regarding employee
share option schemes is provided in note 30 to 31 to the
consolidated financial statements on pages 152 and 153.
The main responsibilities of the non-executive
directors are to provide an external perspective in
Board discussions, to be responsible for scrutinising
executive management on behalf of shareholders,
and to constructively challenge Board discussions
and help develop proposals on strategy.
The non-executive directors’ letters of appointment
set out the time commitment expected from them.
The Board is satisfied that each director has sufficient
time to devote to discharging their responsibilities
as a director of the Company. The Board reviews
and approves as necessary any additional external
appointments the directors may look to obtain.
Appointment and replacement of directors
The Articles give the directors the power to appoint
and replace directors. Under the terms of reference
of the Nomination Committee, appointments must
be recommended by the Nomination Committee
for approval by the Board.
The Articles also require directors to retire and submit
themselves for election to the first Annual General
Meeting (AGM) following their appointment and to retire
at the AGM held in the third calendar year after election
or last re-election. However, to comply with the 2018 UK
Corporate Governance Code, all the directors will submit
themselves for election or re-election at each AGM.
The Chairman, on behalf of the Board, has confirmed
each non-executive director continues to be an
effective member of the Board and will stand for
re-election at the 2025 AGM.
Compensation for loss of office
There are no agreements in place between
the Company and any director or employee
for loss of office in the event of a takeover.
Directors’ indemnity and insurance
The directors have the benefit of an indemnity, which
is a qualifying third-party indemnity provision as defined
by section 234 of the Companies Act 2006 (the Act).
This provision was in force during the financial year
and when the Directors’ Report was approved.
The Company maintains appropriate liability insurance
for its directors and officers, which provides cover for
any legal action brought against them.
Company Secretary
The Company Secretary enables effective communication
flows between the Board and its Committees, and
between senior management and the non-executive
directors. They also provide effective support to the
Board during meetings and when setting agendas and
ensure the Board operates in accordance with the
Company’s corporate governance framework. All
directors have access to the advice and services of
the Company Secretary, who also facilitates any
other professional development that directors
consider necessary to help them carry out their duties.
Share capital
As at 31 December 2024, the Company’s issued share
capital comprised 322,085,269 ordinary shares with a
nominal value of 10 pence each. The Company held
3,927,313 ordinary shares in Treasury. Therefore, the total
number of voting rights in the Company was 318,157,956.
All shares other than those held in Treasury are freely
transferable and rank equally for voting and dividend
rights. The Company is not aware of any agreements
between holders of shares that result in any restrictions.
As at 31 December 2024, the Trinity Mirror Employees’
Benefit Trust held 2,329,117 shares (2023: 3,271,758).
Details of the authorised and issued share capital,
share premium account, Treasury shares and Employee
Benefit Trusts can be found in notes 29 to 31 in the notes
to the consolidated financial statements.
As at the latest practicable date (25 February 2025), the
Company held 3,927,313 shares in Treasury, representing
1.2% of the issued share capital of the Company.
Treasury shares do not receive dividends and are not
included when calculating the total voting rights in the
Company. The Company, if deemed fit, can sell the
shares for cash or transfer the shares for use in an
employee share scheme.
During the year, the following transfers from Treasury
were made:
Date Transfer
23 May 2024 –
21 November 2024
183,266 shares were
withdrawn from Treasury
and transferred to Equiniti
to satisfy Reach share
plans
Purchase of own shares
The Board’s powers for the management of the
business of the Company are set out in the Company’s
Articles of Association, which include the directors’ ability
to issue or buy back shares. At the Company’s AGM on
2 May 2024, shareholders approved an authority for the
Company to make market purchases of its own shares
up to a maximum of 31,797,469 shares (being 10% of the
issued share capital less Treasury shares at that time)
at prices not less than the nominal value of each share
(being 10 pence each) and not exceeding 105% of the
average mid-market price for the preceding five
business days. No use was made of this authority during
the period. The Company intends to renew this authority
at its 2025 AGM.
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Governance
Financial Statements
Other Information
Substantial shareholdings
The Company has been notified, in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules, of the following direct or indirect holdings of voting rights,
including shares and other financial instruments, in the Company’s shares:
Date
As at 31 December 2024
Number of voting rights
As at 31 December 2024
% of total voting rights
As at 25 February 2025
Number of voting rights
As at 25 February 2025
% of total voting rights
Aberforth Partners
1
31,795,824 10.03% 31,795,824 10.03%
Dimensional Fund Advisor
2
12,843,108 4.98% 12,843,108 4.98%
FMR LLC
1
16,057,004 5.05% 16,057,004 5.05%
Lombard Odier Asset Management (Europe) Limited 31,616,267 9.94% 31,616,267 9.94%
M&G plc
3
44,209,812 14.03% 44,209,812 14.03%
Schroders plc
4
14,488,704 4.63% 14,488,704 4.63%
Slater Investments
3
15,789,961 5.02% 15,789,961 5.02%
Wellcome Trust 15,958,396 5.08% 15,958,396 5.08%
1. Disclosures made in 2023.
2. Disclosure made in 2015 and prior to 2020 bonus issue and increases in the share capital pursuant to transactions that took place in 2015 and 2018.
3. Disclosures made in 2022.
4. Disclosures made in 2021.
Allotment of shares
At the Company’s AGM on 2 May 2024, shareholders
approved an authority for the Company to allot ordinary
shares up to a maximum nominal amount of £10,599,156
(being one-third of the Company’s issued share capital
less Treasury shares at that time). The Company intends
to renew this authority at its 2025 AGM.
Change of control provisions
The directors are not aware of there being any
significant agreements that contain any material
change of control provisions to which the Company
is a party other than in respect of the financing facilities
that expire in December 2028 (including an option
to extend by up to one year). Under the terms of these
facilities, and in the event of a change of control of
the Company, the banks can withdraw funding,
and all outstanding loans, accrued interest and
other amounts due and owing become payable
within 30 days of the change.
Research and development activities
During the ordinary course of business, the Company
conducts research and subsequently develops new
products and services within its business units.
AGM
The AGM provides an opportunity for directors to
engage with shareholders, answer their questions and
meet them informally. At the 2024 AGM, the Board’s
proposals received a high level of support and all
resolutions were passed with over 89% of votes cast in
favour. The next AGM is planned to take place on 1 May
2025 in London. More details of the arrangements will be
posted on our website at www.reachplc.com, and will be
contained within the Notice of Meeting.
The Notice of Meeting and proxy form for the 2025 AGM
will be shared with shareholders at least 20 working
days prior to the meeting date, as required by the FRC’s
Guidance on Board Effectiveness. A detailed explanation
of each item of business to be considered at the 2025
AGM will be included in the Notice of Meeting, which will
either be sent by post to the shareholders in advance
of the 2025 AGM or will be available to download from
our website at www.reachplc.com.
Shareholders who are unable to attend the 2025 AGM
are encouraged to vote in advance of the meeting,
either online at www.shareview.co.uk or by using the
proxy form, which will be sent to all shareholders.
Dividends
The Board proposes a final dividend for 2024
of 4.46 pence per share (2023: 4.46 pence per share),
which, subject to shareholder approval, will be payable
on 30 May 2025 to shareholders on the register
on 2 May 2025. The proposed final dividend together
with the interim dividend of 2.88 pence per share
(2023: 2.88 pence per share) results in a total dividend
for 2024 of 7.34 pence per share (2023: 7.34 pence
per share).
Dividend waivers
There is a waiver in place in respect of all or any future
right to dividend payments on shares held in the Trinity
Mirror Employees’ Benefit Trust (2,329,117 shares as at
31 December 2024) and shares held in Treasury
(3,927,313 shares as at 31 December 2024).
Directors’ Report continued
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Financial Statements Other Information
Dividend Policy
The Board recognises the importance of growing
dividends for shareholders while also investing to grow
the business and meeting our funding commitments
to the defined benefit pension schemes. The Board
expects to continue to adopt a policy of paying
dividends that are aligned to the free cash generation
of the Group. Free cash generation for this purpose is
the net cash flow generated by the Group before the
repayment of debt, dividend payments, other capital
returns to shareholders and additional contributions
made to the defined benefit pension schemes.
The Board will also continue to consider, if appropriate,
the return of capital to shareholders through a share
buy-back if it has generated surplus cash and sees
an opportunity to enhance earnings per share and
therefore shareholder value. Prior to initiating a share
buy-back programme, the Board will carefully consider
the cash generation of the business and the Group’s
obligations to its defined benefit pension schemes.
The risks associated with delivering the Dividend
Policy are:
• the availability of distributable reserves – in 2014,
an impairment of the carrying value of investments
held by the Company resulted in a negative balance
on the profit and loss reserve, so the Company had
no distributable reserves. This was addressed by
undertaking a court-approved capital reduction to
eliminate the negative balance in the profit and loss
reserve and, since then, the distributable reserves
have been rebuilt through dividends received from
subsidiary companies from profits. The Company
subsequently performed another court-approved
capital reduction in 2023, converting the total £605.4m
within the share premium account into distributable
reserves within the profit and loss reserve;
• a significant fall in profit and cash flow that materially
reduces free cash flow – under these circumstances,
the Group would review all investment requirements
and pension obligations. In such circumstances, we
would seek to hold dividends unless it would place
increased pressure on the Group’s ability to fund
investment to deliver its strategy or if it was to create
any financing issues; and
• the payment of dividends would potentially restrict
the ability of the Group to meet payments due under
the recovery plans agreed with the Group’s defined
benefit pension schemes. The Group agrees recovery
plans with the Trustees of the Group’s defined benefit
pension schemes at each triennial valuation based
on developments in the funding position between
valuations, and these may be also revised as a result
of material corporate activity. As part of the triennial
valuations of four of the Group’s defined benefit
pension schemes which remain not fully bought-in,
the Group has committed to dividend-sharing
arrangements, whereby it would pay to each scheme
a pro-rated share of the excess in dividend payment
increases greater than 5% in any year for so long
as the schemes continue to receive contributions.
Further, the Group has agreed that dividend
payments or any other return of capital to
shareholders in any year will not be in excess of the
aggregate contributions due to the defined benefit
pension schemes in the same year to address past
deficits. These obligations may restrict future
increases in dividends.
Political donations
At the Company’s AGM held on 2 May 2024, the
Company and its subsidiaries received authority
from shareholders under the Act to make donations to
political parties of up to £75,000 in aggregate each year.
The resolution passed, with 92.53% of participating
shareholders voting in favour.
This resolution was proposed to ensure that neither
the Company nor its subsidiaries inadvertently commit
any breaches of the Act through undertaking routine
activities. No political donations were made during 2024
(2023: nil).
Strategic Report
The Company’s Strategic Report is set out on pages
1 to 59. It sets out the Company’s business model
and strategy, principal risks and uncertainties facing
the Group and how these are managed and mitigated.
Results
A review of the Company’s consolidated results
can be found on pages 18 to 24.
Modern slavery
In compliance with the Modern Slavery Act 2015,
the Company’s Modern Slavery Statement can
be found on our website at www.reachplc.com/
investors/corporate-governance/policies.
Disclosure table pursuant
to UK Listing Rule 6.6.4R
In accordance with UKLR 6.6.4R, the table below sets out
the location of the information required to be disclosed,
where applicable.
Applicable sub-paragraph
within UKLR 6.6.1R
Page number
(5) Waivers of future
emoluments
Remuneration Report
page 92
(11) Waivers of dividends Directors’ Report
page 107
(12) Waivers of future
dividends
Directors’ Report
page 107
Directors’ Report continued
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Financial Statements
Other Information
Environmental management
Reach continues to comply with the Companies
Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013. We are also reporting in compliance
with the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018, known as SECR (Streamlined Energy
and Carbon Reporting). We have fully disclosed our
Scope 1 and 2 emissions as well as all relevant Scope 3
emissions for the reporting period 1 January 2024 to
31 December 2024. We also comply with the Climate
Change Agreements (Eligible Facilities) Regulations.
Energy consumption and greenhouse gas emissions
have been calculated in line with the UK Government’s
Regulations as published in Environmental reporting
guidelines including SECR requirements.
Statement of directors’ responsibilities
in respect of the financial statements
The directors are responsible for preparing the Annual
Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the directors to prepare financial
statements for each financial year. Under that law,
the directors have prepared the Group financial
statements in accordance with UK-adopted
international accounting standards and the parent
company financial statements in accordance with
United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards,
comprising FRS 101 ‘Reduced Disclosure Framework’,
and applicable law).
Under company law, directors must not approve
the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs
of the Group and parent company and of the profit
or loss of the Group for that period. In preparing the
financial statements, the directors are required to:
• select suitable accounting policies and then apply
them consistently;
• state whether applicable UK-adopted international
accounting standards have been followed for the
Group financial statements and United Kingdom
Accounting Standards, comprising FRS 101, have
been followed for the parent company financial
statements, subject to any material departures
disclosed and explained in the financial statements;
• make judgements and accounting estimates that
are reasonable and prudent; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and parent company will continue
in business.
The directors are responsible for safeguarding the
assets of the Group and parent company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are also responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and parent company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Group and parent company
and enable them to ensure that the financial
statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The directors are responsible for the maintenance and
integrity of the parent company’s financial statements
published on the ultimate parent company’s website.
Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
The directors consider that 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
and parent company’s position and performance,
business model and strategy.
Each of the directors, whose names and functions
are listed in the Our Board section on pages 62 to 64 of the
Annual Report, confirm that, to the best of their knowledge:
• the Group financial statements, which have been
prepared in accordance with UK-adopted
international accounting standards, give a true
and fair view of the assets, liabilities, financial
position and profit of the Group;
• the parent company financial statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true
and fair view of the assets, liabilities and financial
position of the parent company; and
• the Strategic Report includes a fair review of the
development and performance of the business
and the position of the Group and parent company,
together with a description of the principal risks
and uncertainties that it faces.
In the case of each director in office at the date the
Directors’ Report is approved:
• so far as the director is aware, there is no relevant
audit information of which the Group’s and parent
company’s auditors are unaware; and
• they have taken all the steps that they ought to
have taken as a director in order to make themselves
aware of any relevant audit information and to
establish that the Group’s and parent company’s
auditors are aware of that information.
The Directors’ Report was approved on behalf of the
Board on 4 March 2025 .
Chief Financial Officer
4 March 2025
Directors’ Report continued
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We have audited the financial statements, included within the Annual Report,
which comprise: the Consolidated and Parent company balance sheets as at
31 December 2024; the Consolidated income statement, the Consolidated
statement of comprehensive income, the Consolidated cash flow statement
and the Consolidated and Parent company statements of changes in equity for
the year then ended; and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit & Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited
by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 6, we have provided no non-audit services to the
company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• The group’s core publishing operations are accounted for on one general ledger. We
performed full scope audits over this and the parent company ledger. This involved
work undertaken at locations where the group’s main financial business processes
are managed which are the central accounting function in Liverpool, the group’s
London headquarters and print operations in Watford.
• Our audit scoping gave us coverage of 99% (2023: 99%) of revenue.
Key audit matters
• Carrying value of intangible assets (group) and investments in subsidiaries (parent)
• Valuation of pension liability and pension assets (group)
Materiality
• Overall group materiality: £4.1m (2023: £4.9m) based on 5% of 2024 year profit
before tax and before impairment charges, gains on the sale of fixed assets,
significant restructuring charges, and costs associated with historical legal issues.
• Overall company materiality: £5.8m (2023: £6.0m) based on 1% of total assets.
• Performance materiality: £3.0m (2023: £3.7m) (group) and £4.3m (2023: £4.5m)
(company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were
of most significance in the audit of the financial statements of the current period and
include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
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Other Information
Strategic Report
Reach plc Annual Report 2024 110
Independent auditors’ report to the members of Reach plc
Provision for historical legal issues, which was a key audit matter last year, is no longer included because of the decrease in the magnitude of the provision and uncertainty
involved. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Carrying value of intangible
assets (group) and
investments in subsidiaries
(parent)
Indefinite life consideration
In assessing whether the indefinite life judgement was appropriate, we examined management’s evaluation of the life of the intangible
assets, considering criteria in International Accounting Standard 38, “Intangible assets”. We found that the group has continues to develop
digital capabilities and earns significant amounts of digital revenue which together supported the principle of a potentially sustainable
digital business without a finite life. In particular we found the group continues to develop its ‘data driven’ revenues, which have increased
as a proportion of overall digital revenue, and has made operational and strategic progress in continuing their customer value strategy;
both of which supported management’s position.
Impairment assessment
Change in modelling period: Management moved from a 10 year to a 5 year model in the year with the primary reason for the change
being that the relevance of their digital business is growing and is expected to achieve steady growth.
Key assumptions in the impairment model
We met with management to understand the basis of preparation of the FY25 budget, and challenged them to provide internal and
market evidence for the key assumptions (which we then evaluated and tested to source data and to our own external sources as
relevant), including: historical trend data for circulation revenues (considering both volumes and pricing), digital revenue growth rates,
and cost reduction plans to mitigate inflationary factors. We paid specific attention to the group’s cost reduction plans and its impact
on the budget, forecast cover price increases ("CPI") and the group’s digital revenue budget.
In assessing the assumptions used, we also considered management’s historical forecasting accuracy, including the degree to which
variances noted could have been forecast in advance, and the degree to which changes in CPI increase and digital revenue assumptions
would lead to an impairment of the group’s intangible assets.
We assessed the discount rates that management’s experts calculated using our valuations experts. They benchmarked the discount rates
used and final rates used in the model were both in range.
Refer to Note 3 of the consolidated
financial statements for the
directors’ disclosure on the critical
accounting judgements, Notes 15
and 16 of the consolidated financial
statements and Note 4 of the
parent company financial
statements for the directors’
disclosure of the key sources of
estimation uncertainty, and pages
85 and 86 for the views of the Audit
& Risk Committee.
At 31 December 2024, the group
held indefinite life intangibles
(being the carrying value of
acquired publishing rights and
titles, after previous impairment
charges) of £818.7m (2023: £818.7m)
and goodwill of £35.9m
(2023: £35.9m). The parent
company held investments with
a carrying value of £543.1m. An
impairment was recognised in the
previous year, with the carrying
value of investments held impaired
from £708.2m to £543.1m.
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Reach plc Annual Report 2024 111
Independent auditors’ report to the members of Reach plc continued
Key audit matter How our audit addressed the key audit matter
Carrying value of intangible
assets (group) and
investments in subsidiaries
(parent) (continued)
When considering print circulation revenue decline assumptions, we challenged management’s forecast of future changes to prices
and whether the assumptions made were compatible with the forecast declines in circulation volumes. Taking into account the group’s
performance when compared to market analysis, we found the forecast decline in circulation revenue was reasonable.
When considering digital revenue growth assumptions, we challenged management as to their ability to maintain page views given the
corresponding forecast decline in headcount and the degree to which this will impact output of articles. We have also considered the
forecast growth in page views from the US operations regarding the scale of the immediate growth forecast, noting the scope that the
market has for growth.
Additionally in digital revenue, we have considered management's ability to increase revenues from their non-audience variable streams.
The key challenges have focussed around the business to business sales of their AI offering and the phasing of these cash flows in the
future, along with management's ability to grow in the ecommerce market. Both of these areas are in their infancy for the business and
through our challenge, we have determined that management’s forecasts are not unreasonable. The overall growth in non-audience
variable digital revenue is in line with historic run rates and we have considered the overall delivery of the forecasts in this stream to be
supportable.
We challenged management on the difference between the current market capitalisation and the outcome of the value in use model,
after allowing for a reasonable control premium. We evaluated management’s explanations as part of assessing the reasonableness
of the assumptions used. For the parent company investment impairment consideration, we also considered management’s approach
to modelling past service pension contributions and compared this with the IAS 19 deficit and the funding commitments made with the
Trustees of the pension schemes and evaluated the relative merits of alternative approaches and their impact on the resulting carrying
value. The pension amounts are included in the model for the parent company investment impairment because the subsidiaries are
required to fund these liabilities.
We found that the group’s impairment model supported the carrying value of the group’s intangible assets and was based on reasonable
assumptions. We note that the headroom in the impairment model is in line with the prior year and is still sensitive to changes in a number
of assumptions in the model. Similarly, the impairment model also supports the carrying value of investments in the parent company with
sufficient headroom based on the same assumptions.
We also evaluated the group’s disclosures and sensitivity analysis in notes 3, 15 and 16 to the group financial statements and note 4 of the
parent company financial statements which states that any reasonable possible change to the assumptions will result in an impairment.
We consider these disclosures to be appropriate.
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Key audit matter How our audit addressed the key audit matter
Valuation of pension liability and pension assets (group)
We reviewed the pension assumptions, including, but not limited to the key assumptions: discount
rates, inflation and mortality. In doing this we utilised our expert actuarial team and considered
and challenged the reasonableness of the actuarial assumptions against our internally developed
benchmark ranges, finding them to be within a materially acceptable range.
We verified that the valuation of the pension liabilities is reasonable based on the following:
• Reviewing the methodology used to determine the liabilities. Our expert actuarial team has
built up a detailed understanding of this methodology through meetings with the group’s actuary
and management. The group’s discount rates were found to be, on average, around the middle
of our range which is consistent with the previous year end. Inflation rates used were found to
be reasonable.
• Testing that the movement in the liabilities over the financial year is reasonable. Our expert
actuarial team supported us in reviewing these movements. They concluded that the
movements and resulting liability values were materially reasonable.
• Testing over the WFPPS adjustment of £5.0m. We consider the adjustment to be materially
reasonable.
• Examining the membership data which drives the year-end liability calculation for all schemes
to confirm that the data was complete and accurate. No issues were noted with the testing
performed. The liabilities are based on the 2022 funding valuations for MGNPS, TRBS, MINPS and
EN88PF, whereas WFPPS continues to be based on the 2019 funding valuation and adjusted for
events since 2019. This rollforward was assessed by our expert actuarial team who concluded the
approach followed complied with the requirements of IAS 19 and noted no material exceptions.
We verified that the valuation of the more complex pooled investment vehicles (PIVs) is reasonable
based on the following:
• Independent investment manager confirmations were obtained for all material PIVs. The total
value was agreed to the group’s asset listing.
• An assessment was performed on each PIV to determine whether it is straightforward or more
complex in nature. More complex funds are subject to additional procedures and evidence
obtained to corroborate the valuation. This included, where available, a review of the transactions
surrounding the year end to establish the completeness and accuracy of the valuation, obtaining
and reviewing the investment manager’s latest internal controls report to assess any issues with
the control environment or exceptions noted with controls relating to the valuation of assets (and
obtaining bridging letters for any gap between the report and the year end).
The latest fund financial statements were also obtained and reviewed in comparison with
unaudited statements as at the same date, to understand any updates to valuations, once the
fund audit is complete, indicating issues with the valuation process.
All evidence received regarding the valuation of PIVs was reviewed to ensure it did not contradict
the year end valuation and we considered if there were any indications of valuation uncertainty.
No issues were identified in the testing performed.
Refer to Note 3 for the directors’ disclosure on the critical accounting
judgements and key sources of estimation uncertainty, Note 21 for details
of the schemes and amounts recognised in respect of defined benefit
pension schemes and page 87 for the views of the Audit & Risk Committee.
Pensions obligations are significant in the context of the overall balance
sheet of the group. The group has six defined benefit pension plans which
comprise total pension liabilities of £1,616.3m (2023: £1,835.6m). The net
pension deficit (pre deferred tax) on the consolidated balance sheet is
£45.3m (2023: £102.8m).
The valuation of the schemes’ liabilities requires a significant level of
judgement and the Audit & Risk Committee has therefore highlighted
this key audit matter as a significant financial issue in their report.
The following factors have led to us classifying pension liabilities as a key
audit matter:
• Determining the assumptions to be applied requires technical expertise.
• Changes in a significant assumption can have a material impact on the
overall defined benefit obligation and ultimately the net asset/liability
which sits in the balance sheet.
• Developing actuarial models and selecting appropriate assumptions to
estimate the present value of the pension liabilities is complex. Specialist
actuarial knowledge is required to understand this process and to
critically assess the output.
The total scheme assets across the schemes totalled £1,571.0m
(2023: £1,733.0m). Approximately 75% of the total assets are held in pooled
investment vehicles (“PIVs”), of which approximately 26% are considered
more complex.
PIVs categorised as “more complex” require additional audit work to ensure
that the year-end valuation is appropriate. The complex categorisation is
linked to the underlying assets, pricing frequency, location of the fund as
well as any trading restrictions. Where a significant proportion of the
underlying assets of the funds being level 2 or 3 and as such there is no
observable market price, the fund is not priced frequently (i.e. either daily
or weekly) or there are restrictions over the purchase or sale of the units
or underlying asset of the fund, there are therefore added complexities
involved in determining an appropriate fair value at the year end. Where a
combination of these factors exist, the fund is classified as more complex.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be
able to give an opinion on the financial statements as a whole, taking into account the
structure of the group and the company, the accounting processes and controls, and
the industry in which they operate.
The group operates from a number of locations in the UK. From a financial reporting
perspective, the most significant are the group’s London office and headquarters, its
Liverpool shared service centre and the operational centre of its print activities in
Watford. The group’s core publishing operations are accounted for through the
Liverpool shared service centre and in a single general ledger, that is then
disaggregated for statutory reporting requirements. Our group audit scope focused
on the core publishing operations and the parent company, which account for over
99% of the group’s revenue. The materiality level applied in our audit of the two
component entities was £3.6m. At the parent company level, we also tested the
consolidation process, tax and pensions.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the process
they have adopted to assess the extent of the potential impact of climate change risk
on the group’s financial statements. In addition to these enquiries, we also read Reach's
external reporting including its 2024 Carbon Disclosure Project public submission.
Management has assessed the key risks and opportunities for the group and has
begun to quantify the financial impact of these within the Annual Report. However,
they have noted that climate risks identified and their environmental sustainability
related targets and commitments may impact future forecasts, such as those used
when considering if assets are impaired.
Using our knowledge of the business, we evaluated management's risk assessment
and their assessment of the impact of climate risks identified and their environmental
sustainability related targets and commitments on the discounted cash flow model
used by management to assess whether the group's publishing right and titles and
the parent company's investment are impaired.
We also considered the consistency of the disclosures in relation to climate change
(including the disclosures in the Task Force on Climate-related Financial Disclosures
(TCFD) section) within the Annual Report with the financial statements and our
knowledge obtained from our audit.
Our procedures did not identify any material impact in the context of our audit of
the financial statements as a whole, or our key audit matters for the year ended
31 December 2024.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements –
group
Financial statements
– company
Overall
materiality
£4.1m (2023: £4.9m). £5.8m (2023: £6.0m).
How we
determined it
5% of 2024 year profit before tax
and before impairment charges,
gains on the sale of fixed assets,
significant restructuring charges,
and costs associated with historical
legal issues
1% of total assets
Rationale for
benchmark
applied
Based on the benchmarks used in
the annual report, profit before tax
is the primary measure used by
the shareholders in assessing the
performance of the group and is
a generally accepted auditing
benchmark. This has been
adjusted for significant restructuring
charges, gains on the sale of fixed
assets, impairment charges and
costs associated with historical legal
issues, consistent with previous
years. The volatility in profit before tax
seen in previous years as a result of
one-off events is no longer present.
We have therefore moved back to
a single year benchmark of profit
before tax.
As the parent entity, Reach
plc is essentially a holding
company for the group
and therefore the
materiality benchmark
has been determined to
be based on total assets,
which is a generally
accepted auditing
benchmark.
For each component in the scope of our group audit, we allocated a materiality that
is less than our overall group materiality. The materiality allocated to both components
was £3.6m. Certain components were audited to a local statutory audit materiality that
was also less than our overall group materiality.
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We use performance materiality to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds overall
materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions
and disclosures, for example in determining sample sizes. Our performance materiality
was 75% (2023: 75%) of overall materiality, amounting to £3.0m (2023: £3.7m) for the group
financial statements and £4.3m (2023: £4.5m) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the
history of misstatements, risk assessment and aggregation risk and the effectiveness
of controls – and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit & Risk Committee that we would report to them
misstatements identified during our audit above £203k (group audit) (2023: £249k)
and £288k (company audit) (2023: £300k) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability
to continue to adopt the going concern basis of accounting included:
• Evaluating the going concern cash flow model, including agreeing amounts
included to internal forecasts and assessing the reasonableness of these forecasts
• Evaluating the working capital movements and other cash items such as pension
and tax cash outflows included in the cash flow model
• Reading the revolving credit facility agreement and agreeing key terms such as
length of facility and covenants used in management's assessment to the agreement
• Evaluating the forecast available facility headroom and compliance with financial
covenants during the going concern assessment period. This includes considering
the appropriateness of management’s downside scenario and the adequacy of
headroom in this scenario.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or collectively, may
cast significant doubt on the group's and the company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of
the going concern basis of accounting in the preparation of the financial statements
is appropriate.
However, because not all future events or conditions can be predicted, this conclusion
is not a guarantee as to the group's and the company's ability to continue as a
going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going
concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than
the financial statements and our auditors’ report thereon. The directors are responsible
for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to
the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial statements or a
material misstatement of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether
the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006
requires us also to report certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information
given in the Strategic report and Directors’ report for the year ended 31 December 2024
is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors’ report.
Directors' Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
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Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going
concern, longer-term viability and that part of the corporate governance statement
relating to the company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect
to the corporate governance statement as other information are described in the
Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of
the following elements of the corporate governance statement is materially consistent
with the financial statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what
procedures are in place to identify emerging risks and an explanation of how
these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered
it appropriate to adopt the going concern basis of accounting in preparing them,
and their identification of any material uncertainties to the group’s and company’s
ability to continue to do so over a period of at least twelve months from the date
of approval of the financial statements;
• The directors’ explanation as to their assessment of the group's and company’s
prospects, the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether 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 of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group
and company was substantially less in scope than an audit and only consisted of
making inquiries and considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is consistent
with the financial statements and our knowledge and understanding of the group
and company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole,
is fair, balanced and understandable, and provides the information necessary for
the members to assess the group’s and company's position, performance, business
model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
• The section of the Annual Report describing the work of the Audit & Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’
statement relating to the company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the
financial statements, the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied
that they give a true and fair view. The directors are also responsible for such
internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
group’s and the company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the company
or to cease operations, or have no realistic alternative but to do so.
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Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the group and industry, we identified that the principal
risks of non-compliance with laws and regulations related to employment law, data
privacy law and the Listing Rules of the UK Financial Conduct Authority, and we
considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct
impact on the financial statements such as UK tax legislation and the Companies Act
2006. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls),
and determined that the principal risks were related to management's estimates and
the posting of inappropriate journal entries so as to manipulate revenue (particularly
digital revenue) and expenditure.. Audit procedures performed by the engagement
team included:
• Discussions with management, internal audit and the group’s legal advisors,
including consideration of known or suspected instances of non-compliance
with laws and regulation and fraud.
• Requesting legal confirmations from external lawyers and reviewing the nature
of legal expenses.
• Challenging assumptions and judgements made by management in their
significant accounting estimates, including impairment of intangible assets and
investments and the provision for historical legal issues as explained in the key
audit matters above.
• Identifying and testing journal entries to address the risk of inappropriate journal
entries being posted, as referred to above.
• With regards to data privacy law, procedures in respect of historical legal issues,
including discussions with external lawyers.
• Assessing the classification of items as adjusting within the determination of
adjusted profit.
• Assessing financial statement disclosures and agreeing these to underlying
supporting documentation for compliance with laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely
to become aware of instances of non-compliance with laws and regulations that are
not closely related to events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions
and balances, possibly using data auditing techniques. However, it typically involves
selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling to enable us
to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this
report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
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Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns
adequate for our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Remuneration Report to
be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit & Risk Committee, we were
appointed by the members on 7 June 2019 to audit the financial statements for
the year ended 29 December 2019 and subsequent financial periods. The period of
total uninterrupted engagement is 6 years, covering the years ended 29 December
2019 to 31 December 2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed
on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual
financial report has been prepared in accordance with those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
4 March 2025
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Reach plc Annual Report 2024 119
Consolidated income statement
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
Adjusted | Adjusted | ||||||
| Adjusted | items | Statutory | Adjusted | items | Statutory | ||
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | ||
notes | £m | £m | £m | £m | £m | £m | |
Revenue | 5 | ||||||
Cost of sales | ( | ( | ( | ( | |||
Gross profit | |||||||
Distribution costs | ( | ( | ( | ( | |||
Administrative expenses | 8 | ( | ( | ( | ( | ( | ( |
Share of results of associates | 20 | ( | ( | ||||
Operating profit | 6 | ( | ( | ||||
Interest income | 9 | ||||||
Finance costs | 10 | ( | ( | ( | ( | ( | |
Pension finance charge | 21 | ( | ( | ( | ( | ||
Profit before tax | ( | ( | |||||
Tax charge | 11 | ( | ( | ( | ( | ||
Profit for the period attributable to equity holders of the parent | ( | ( | |||||
2024 | 2024 | 2023 | 2023 | ||||
Earnings per share | notes | Pence | Pence | Pence | Pence | ||
Earnings per share – basic | 13 | ||||||
Earnings per share – diluted | 13 |
The above results were derived from continuing operations. Set out in note 34 is the reconciliation between the statutory and adjusted results.
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Consolidated statement of comprehensive income
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
2024 | 2023 | ||
notes | £m | £m | |
Profit for the period | |||
Items that will not be reclassified to profit and loss: | |||
Actuarial gain/(loss) on defined benefit pension schemes | 21 | ( | |
Tax on actuarial gain/(loss) on defined benefit pension schemes | 11 | ( | |
Share of items recognised by associates after tax | 20 | ||
Other comprehensive income for the period | |||
Total comprehensive income for the period |
Consolidated statement of changes in equity
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
(Accumulated | ||||||
| Share | Capital | loss)/retained | ||||
| Share | premium | Merger | redemption | earnings and | ||
| capital | account | reserve | reserve | other reserves | Total | |
£m | £m | £m | £m | £m | £m | |
At 26 December 2022 | ( | |||||
Profit for the period | ||||||
Other comprehensive income for the period | ||||||
Total comprehensive income for the period | ||||||
Credit to equity for equity-settled share-based payments | ||||||
Dividends paid (note 12) | ( | ( | ||||
Capital reduction (note 29) | ( | |||||
At 31 December 2023 | ||||||
Profit for the period | ||||||
Other comprehensive income for the period | ||||||
Total comprehensive income for the period | ||||||
Purchase of own shares (note 29) | ( | ( | ||||
Credit to equity for equity-settled share-based payments | ||||||
Tax credit for equity-settled share-based payments | ||||||
Dividends paid (note 12) | ( | ( | ||||
At |
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Consolidated statement of comprehensive income
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
notes
2024
£m
2023
£m
Profit for the period
53.6
21.5
Items that will not be reclassified to profit and loss:
Actuarial gain/(loss) on defined benefit pension schemes
21
11.4
(0.5)
Tax on actuarial gain/(loss) on defined benefit pension schemes
11
(2.8)
0.1
Share of items recognised by associates after tax
20
-
0.4
Other comprehensive income for the period
8.6
–
Total comprehensive income for the period
62.2
21.5
Consolidated statement of changes in equity
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
Share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Capital
redemption
reserve
£m
(Accumulated
loss)/retained
earnings and
other reserves
£m
Total
£m
At 26 December 2022
32.2
605.4
17.4
4.4
(21.9)
637.5
Profit for the period
–
–
–
–
21.5
21.5
Other comprehensive income for the period
–
–
–
–
–
–
Total comprehensive income for the period
–
–
–
–
21.5
21.5
Credit to equity for equity-settled share-based payments
–
–
–
–
1.3
1.3
Dividends paid (note 12)
–
–
–
–
(23.1)
(23.1)
Capital reduction (note 29)
–
(605.4)
–
–
605.4
–
At 31 December 2023
32.2
–
17.4
4.4
583.2
637.2
Profit for the period
-
-
-
-
53.6
53.6
Other comprehensive income for the period
-
-
-
-
8.6
8.6
Total comprehensive income for the period
-
-
-
-
62.2
62.2
Purchase of own shares (note 29)
-
-
-
-
(0.6)
(0.6)
Credit to equity for equity-settled share-based payments
-
-
-
-
2.5
2.5
Tax credit for equity-settled share-based payments
-
-
-
-
0.5
0.5
Dividends paid (note 12)
-
-
-
-
(23.2)
(23.2)
At 31 December 2024
32.2
-
17.4
4.4
624.6
678.6
Reach plc Annual Report 2024 121
Consolidated cash flow statement
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
2024 | 2023 | ||
notes | £m | £m | |
Cash flows from operating activities | |||
Cash generated from operations | 14 | ||
Pension deficit funding payments | 21 | ( | ( |
Pension payments into escrow | 21 | ( | |
Income tax paid | ( | ( | |
Net cash inflow from operating activities | |||
Investing activities | |||
Interest received | 9 | ||
Dividends received from associated undertakings | 20 | ||
Proceeds on disposal of property, plant and equipment | |||
Purchases of property, plant and equipment | ( | ( | |
Expenditure on capitalised internally generated development | 16 | ( | ( |
Interest received on leases | 19 | ||
Finance lease receipts | 19 | ||
Deferred consideration payment | ( | ||
Net cash generated from/(used in) investing activities | ( | ||
Financing activities | |||
Interest and charges paid on borrowings | ( | ( | |
Dividends paid | 12 | ( | ( |
Interest paid on leases | 19 | ( | ( |
Repayment of obligation under leases | 19 | ( | ( |
Purchase of own shares | 29 | ( | |
Drawdown of borrowings | 24 | ||
Net cash used in financing activities | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at the beginning of the period | 24 | ||
Cash and cash equivalents at the end of the period | 24 |
122Reach plc Annual Report 2024
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Consolidated balance sheet
at 31 December 2024
2024 | 2023 | ||
notes | £m | £m | |
Non-current assets | |||
Goodwill | 15 | ||
Other intangible assets | 16 | ||
Property, plant and equipment | 17 | ||
Right-of-use assets | 18 | ||
Investment in associates | 20 | ||
Retirement benefit assets | 21 | ||
Current assets | |||
Inventories | 22 | ||
Trade and other receivables | 23 | ||
Current tax receivable | 11 | ||
Cash and cash equivalents | 24 | ||
Other financial assets | 21 | ||
Assets classified as held for sale | 25 | ||
Total assets | |||
Non-current liabilities | |||
Trade and other payables | 26 | ( | |
Lease liabilities | 19 | ( | ( |
Retirement benefit obligations | 21 | ( | ( |
Provisions | 27 | ( | ( |
Deferred tax liabilities | 28 | ( | ( |
Current liabilities | ( | ( | |
Trade and other payables | 26 | ( | ( |
Borrowings | 24 | ( | ( |
Lease liabilities | 19 | ( | ( |
Provisions | 27 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets |
2024 | 2023 | ||
notes | £m | £m | |
Equity | |||
Share capital | 29,30 | ||
Merger reserve | 29 | ||
Capital redemption reserve | 29 | ||
Retained earnings and other reserves | 29 | ||
Total equity attributable to equity holders | |||
of the parent |
These consolidated financial statements on pages 119 to 161 were approved by the
Board of directors and authorised for issue on 4 March 2025 .
They were signed on its behalf by:
Chief Executive Officer
Chief Financial Officer
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Consolidated balance sheet
at 31 December 2024 (at 31 December 2023)
notes
2024
£m
2023
£m
Non-current assets
Goodwill
15
35.9
35.9
Other intangible assets
16
843.3
840.8
Property, plant and equipment
17
104.2
113.6
Right-of-use assets
18
9.9
13.0
Investment in associates
20
14.1
14.5
Retirement benefit assets
21
72.4
66.0
1,079.8
1,083.8
Current assets
Inventories
22
10.2
11.4
Trade and other receivables
23
87.6
85.1
Current tax receivable
11
6.6
8.1
Cash and cash equivalents
24
20.8
19.9
Other financial assets
21
1.9
–
127.1
124.5
Assets classified as held for sale
25
2.6
11.0
129.7
135.5
Total assets
1,209.5
1,219.3
Non-current liabilities
Trade and other payables
26
–
(1.1)
Lease liabilities
19
(23.0)
(28.5)
Retirement benefit obligations
21
(117.7)
(168.8)
Provisions
27
(21.5)
(26.6)
Deferred tax liabilities
28
(210.3)
(200.1)
(372.5)
(425.1)
Current liabilities
Trade and other payables
26
(105.3)
(96.2)
Borrowings
24
(35.0)
(30.0)
Lease liabilities
19
(4.3)
(4.7)
Provisions
27
(13.8)
(26.1)
(158.4)
(157.0)
Total liabilities
(530.9)
(582.1)
Net assets
678.6
637.2
notes
2024
£m
2023
£m
Equity
Share capital
29,30
32.2
32.2
Merger reserve
29
17.4
17.4
Capital redemption reserve
29
4.4
4.4
Retained earnings and other reserves
29
624.6
583.2
Total equity attributable to equity holders
of the parent
678.6
637.2
These consolidated financial statements on pages 119 to 161 were approved by the
Board of directors and authorised for issue on 4 March 2025.
They were signed on its behalf by:
Jim Mullen
Darren Fisher
Chief Executive Officer
Chief Financial Officer
Reach plc Annual Report 2024 123
Notes to the consolidated financial statements
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
1 General information
Exchange. The Company is incorporated and domiciled in England and Wales
Company’s registered number is 82548 . The address of the registered office is One
are discussed in the Strategic Report on pages 1 to 59.
These consolidated financial statements were approved for issue by the Board of
directors on 4 March 2025. The Annual Report for the year ended 31 December 2024 will
be available on the Company’s website at www.reachplc.com and at the Company’s
registered office at One Canada Square, Canary Wharf, London E14 5AP before the end
of March 2025 and will be sent to shareholders who have elected to receive a hard
copy with the documents for the Annual General Meeting to be held on 1 May 2025.
The Company presents the results on a statutory and adjusted basis and revenue
trends on a statutory and like-for-like basis as described in note 3.
These consolidated financial statements have been prepared for the year ended
31 December 2024 and the comparative period has been prepared for the 53 weeks
ended 31 December 2023.
2 Adoption of new and revised standards
3 Material accounting policies
The principal accounting policies adopted in the preparation of these consolidated
financial statements are set out below. These policies have been consistently applied
to all years presented. The Group also opts to present cash flows relating to the use of
its revolving credit facility net where the loans drawn down through use of the facility
are repaid within three months of the initial draw down.
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Going concern continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Going concern continued
• The impact on our business of key suppliers (in particular newsprint) being unable
to meet their obligations to the Group;
• The impact on our business of key customers being unable to meet their obligations
for services provided by the Group;
• The deficit funding contributions to the defined benefit pension schemes and
payments in respect of historical legal issues; and
• The available cash reserves and committed finance facilities available to the
Group. On 12 December 2024, the Group agreed a £145.0m facility, which expires
on 12 December 2028. The Group has drawn down £35.0m on the facility at the
reporting date.
Having considered all the factors impacting the Group’s businesses, including downside
sensitivities (relating to trading and cash flow), the directors are satisfied that the
Company and the Group will be able to operate within the terms and conditions
of the Group’s financing facilities for the foreseeable future.
The directors have reasonable expectations that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future,
which comprises the period of at least 12 months from the date of approval of the
financial statements. Accordingly, they continue to adopt the going concern basis
in preparing the Group’s annual consolidated financial statements and the Company’s
parent company financial statements.
Basis of accounting
These consolidated financial statements have been prepared in accordance with UK-
adopted international accounting standards. The consolidated financial statements
have been prepared under the historical cost convention, except for the following:
• assets held for sale – measured at the lower of carrying amount and fair value less
costs to sell; and
• defined benefit pension schemes – plan assets measured at fair value.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of Reach
plc and all entities controlled by it for the year ended 31 December 2024. Control is
achieved where the Company has the power to govern the financial and operating
policies of the investee entity, has the rights to variable returns from its involvement
with the investee and has the ability to use its power to affect its returns. All intra-group
transactions, balances, income, and expenses are eliminated on consolidation.
On the acquisition of a business, including an interest in an associated undertaking or a
joint venture, fair values are attributed to the Group’s share of the identifiable assets and
liabilities of the business existing at the date of acquisition and reflecting the conditions
as at that date. Where necessary, adjustments are made to the financial statements
of businesses acquired to bring their accounting policies in line with those used in the
preparation of the consolidated financial statements. Results of businesses are included
in the consolidated income statement from the effective date of acquisition and in
respect of disposals up to the effective date of relinquishing control.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of
acquisition over the Group’s interest in the fair value of the identifiable assets and
liabilities of the entity recognised at the date of acquisition. Goodwill is initially
recognised as an asset at cost and is subsequently measured at cost less any
accumulated impairment losses. Negative goodwill arising on an acquisition is
recognised directly in the consolidated income statement upon acquisition. On
disposal of a subsidiary or associate, the remaining amount of goodwill is included
in the determination of the profit or loss on disposal.
Goodwill is reviewed for impairment either annually or more frequently if events or
changes in circumstances indicate a possible decline in the carrying value. For the
purpose of impairment testing, assets are grouped at the lowest levels for which
there are separately identifiable cash flows, known as cash-generating units. If the
recoverable amount of the cash-generating unit is less than the carrying amount of
the unit, the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit, pro-rated on the
basis of the carrying amount of each asset in the unit, but subject to not reducing any
asset below its recoverable amount. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
The Group has one cash-generating unit relating to Publishing. All goodwill at the
reporting date relates to Publishing.
Reach plc Annual Report 2024 125
Notes to the consolidated financial statements continued
3 Material accounting policies continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Revenue recognition continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Revenue recognition continued
Circulation revenue
The Group sells newspapers and magazines through wholesalers on a sale and return
basis. Revenue is recognised when the performance obligation has been fulfilled, being
when the publication has been delivered to the wholesaler. Revenue is measured at
cover price less the contractual wholesaler and retailer margins. Due to the nature
and timing of returns, there is a low level of estimation required in the associated
year-end returns provision, which is immaterial.
Print advertising revenue
Print advertising revenue includes digital classified revenue which is predominantly upsold
from print advertising. Revenue comprises third-party clients and agency contracts. The
performance obligation is fulfilled, and revenue is recognised, on publication of the advert.
If an advertising campaign is over a period of time, revenue is recognised on a straight-
line basis over the period of the campaign reflecting the pattern in which the performance
obligation is fulfilled. Revenue is measured at the transaction price in the contract. Rebates
are recognised based on the level of third-party spend over the contract period. Rebates
are only recognised where the third party has a clear entitlement to the receipt of the
rebate and a reliable estimate can be made.
Printing revenue
Printing revenue mainly comprises third-party printing contracts. Printing revenue
is recognised at a point when the service is provided and the performance obligation
is fulfilled. Revenue is measured at the transaction price in the contract.
Print other revenue
Print other revenue includes contract publishing, syndication and events. Within print
other revenue, the performance obligation is fulfilled, and revenue is recognised, on
publication of the product or holding of the event, or when the goods have been
purchased by a reader or at a point when the service is provided and the performance
obligation is fulfilled. Revenue is measured at the transaction price in the contract.
Digital revenue
For digital display advertising revenue, the performance obligation is fulfilled, and
revenue is recognised, on publication of the advert. If an advertising campaign is over
a period of time, revenue is recognised over the period of the online campaign on
a straight-line basis or pages served basis reflecting the pattern in which the
performance obligation is fulfilled. For digital transaction revenue, the performance
obligation is fulfilled, and revenue is recognised, when the service is provided. Revenue
is measured at the transaction price in the contract.
Leases
The Group as a lessee
Leases are recognised on the balance sheet as a right-of-use asset and corresponding
liability at the date at which a leased asset is made available for use by the Group,
except for short-term leases (defined as leases with a lease term of 12 months or less)
and leases of low-value assets. For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis over the term of the lease.
Right-of-use assets are tested for impairment if there are any indicators that the
carrying amount may not be recoverable. An impairment loss is recognised in the
consolidated income statement in the period in which it occurs and may be reversed
in subsequent periods.
The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the Group’s weighted
average incremental borrowing rate and subsequently held at amortised cost in
accordance with IFRS 9. Finance costs are charged to the income statement over the
lease term, at a constant periodic rate of interest. Right-of-use assets are depreciated
over the lease term on a straight-line basis. Each lease payment is allocated between
the liability and finance cost.
The Group as a lessor
When the Group acts as a lessor, it determines whether each lease is a finance lease
or an operating lease.
To classify each lease, the Group makes an overall assessment as to whether the lease
transfers substantially all of the risks and rewards of ownership of the underlying asset
to the lessee. If this is the case, then the lease is a finance lease; if not, then it is an
operating lease.
When the Group is an intermediate lessor, it accounts for its interests in the head
lease and the sub-lease separately. Under IFRS 16, the Group is required to assess
the classification of a sub-lease with reference to the right-of-use asset, not the
underlying asset.
Amounts due from lessees under finance leases are recorded as receivables at the
amount of the Group’s net investment in the lease. Finance lease income is allocated
to accounting periods so as to reflect a constant periodic rate of return on the Group’s
net investment in the lease.
Foreign currency
Transactions denominated in foreign currencies are translated at the rates of exchange
prevailing on the date of the transactions. At each reporting date, items denominated
in foreign currencies are retranslated at the rates prevailing on the reporting date.
Exchange differences arising on settlement and on retranslation are included in the
consolidated income statement for the period.
Reach plc Annual Report 2024 127
Notes to the consolidated financial statements continued
3 Material accounting policies continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Trade receivables
Trade receivables do not carry any interest. Conversion to a readily known amount
of cash occurs over a short period and is subject to an insignificant risk of changes
in value. Therefore balances are initially recognised at fair value and subsequently
at amortised cost.
The Group recognises a loss allowance for expected credit losses (ECL) on trade
receivables and accrued income. The amount of expected credit losses is updated
at each reporting date to reflect changes in credit risk since initial recognition.
The Group recognises lifetime ECL for trade receivables and accrued income. The
expected credit losses on these financial assets are estimated using a provision matrix
based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both
the current as well as the forecast direction of conditions at the reporting date.
Definition of default
The Group considers the following as constituting an event of default for internal credit
risk management purposes as historical experience indicates that financial assets that
meet the following criteria are generally not recoverable:
• Information developed internally or obtained from external sources indicates that the
debtor is unlikely to pay its creditors, including the Group, in full.
Irrespective of the above analysis, the Group considers that default has occurred
when a financial asset is more than 120 days past due unless the Group has reasonable
and supportable information to demonstrate that a more lagging default criterion is
more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental
impact on the estimated future cash flows of that financial asset have occurred.
Evidence that a financial asset is credit-impaired includes observable data about
the following events:
(a) Significant financial difficulty of the debtor;
(b) A breach of contract, such as a default or past due event; and
(c) It is becoming probable that the debtor will enter bankruptcy or other financial
reorganisation.
Write-off policy
The Group writes off a financial asset when there is information indicating that the
debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g.
when the debtor has been placed under liquidation or has entered into bankruptcy
proceedings. Financial assets written off may still be subject to enforcement activities
under the Group’s recovery procedures, taking into account legal advice where
appropriate. Any recoveries made are recognised in profit or loss.
Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default,
loss given default (i.e. the magnitude of the loss if there is a default) and the exposure
at default. The assessment of the probability of default and loss given default is based
on historical data adjusted by forward-looking information as described above. The
expected credit loss is estimated as the difference between all contractual cash flows
that are due to the Group in accordance with the contract and all the cash flows that
the Group expects to receive.
The Group recognises an impairment gain or loss in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through
a loss allowance account.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and short-term bank deposits
with an original maturity of one week or less.
Borrowings
Sterling interest-bearing loans and bank overdrafts are recorded at the proceeds
received, net of direct issue costs. Foreign currency interest-bearing loans are recorded
at the exchange rate at the reporting date. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are accounted for on
an accruals basis in the consolidated income statement using the effective interest
method and are added to the carrying amount of the instrument to the extent that they
are not settled in the period in which they arise. All other borrowing costs are recognised
in the consolidated income statement in the period in which they are incurred.
Trade payables
Trade payables are not interest-bearing. Payments occur over a short period and are
subject to an insignificant risk of changes in value. Therefore balances are stated at
their nominal value.
Reach plc Annual Report 2024 129
Notes to the consolidated financial statements continued
3 Material accounting policies continued
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Reach plc Annual Report 2024 130
Notes to the consolidated financial statements continued
3 Material accounting policies continued
Key sources of estimation uncertainty continued
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Notes to the consolidated financial statements continued
3 Material accounting policies continued
Key sources of estimation uncertainty continued
Historical legal issues (note 27)
The historical legal issues provision relates to the cost associated with resolving civil
claims in relation to historical phone hacking and unlawful information gathering.
The provision consists of known claims and the associated costs. The key uncertainties
in relation to this matter relate to how each claim progresses, the amount of any
settlement and the associated legal costs. Our assumptions have been based on
historical trends, our experience and the expected evolution of claims and costs.
In December 2023, a judgment was handed down in respect of four test claims and
as a result all claims issued after 31 October 2020 are now likely to be dismissed as
time barred, other than where individuals can demonstrate specific exceptional
circumstances. This significantly reduced the amounts that are expected to be paid out.
On 17 May 2024, the Claimants’ Application for Permission to Appeal that decision was
refused. This means that the Judge’s ruling on limitation stands and no further appeal
against it is possible. This provides us with further certainty in respect of the level of our
provisioning. There have been no changes to the provision other than settlements
made during the period. The majority of the provision is expected to be utilised within
the next two years.
Our view on the range of outcomes at the reporting date for the provision, applying
more and less favourable outcomes to all aspects of the provision is £4m to £16m (2023:
£12m to £22m). Despite making a best estimate, the timing of utilisation and ongoing
legal matters related to the provided-for claims could mean that the final outcome
is outside of the range of outcomes.
Retirement benefits (note 21)
Actuarial assumptions adopted and external factors can significantly impact the
surplus or deficit of defined benefit pension schemes. Valuations for funding and
accounting purposes are based on assumptions about future economic and
demographic variables. These result in risk of a volatile valuation deficit and the risk
that the ultimate cost of paying benefits is higher than the current assessed liability
value. Advice is sourced from independent and qualified actuaries in selecting suitable
assumptions at each reporting date.
Impairment review (note 16)
There is uncertainty in the value-in-use calculation. The most significant area of
uncertainty relates to expected future cash flows for the cash-generating unit.
Determining whether the carrying values of assets in a cash-generating unit are
impaired requires an estimation of the value-in-use of the cash-generating unit
to which these have been allocated.
The value-in-use calculation requires the Group to estimate the future cash flows
expected to arise from the cash-generating unit and a suitable discount rate in order
to calculate present value. Projections are based on both internal and external market
information and reflect past experience. The discount rate reflects the weighted
average cost of capital of the Group.
Property provisions (note 27)
Provisions are measured at the best estimate of the expenditure required to settle the
obligation based on the assessment of the related facts and circumstances at each
reporting date. There is uncertainty in relation to the size and period over which the
provision will be utilised and this is dependent on our ability to sublease the vacant
properties. We have assumed no subletting but if this were to change, there could
be a material impact on the provision.
Critical judgements in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, described above,
management has made the following judgements that have the most significant
effect on the amounts recognised in the financial statements:
Indefinite life assumption in respect of publishing rights and titles (note 16)
There is judgement required in continuing to adopt an indefinite life assumption in respect
of publishing rights and titles. The directors consider publishing rights and titles (with a
carrying amount of £818.7m) have indefinite economic lives due to the longevity of the
brands and the ability to evolve them in an ever-changing media landscape. The brands
are central to the delivery of the Customer Value Strategy which is delivering digital revenue
growth. At each reporting date management review the suitability of this assumption.
Identification of cash-generating units (note 16)
There is judgement required in determining the cash-generating unit relating to our
Publishing brands. At each reporting date management review the interdependency
of revenues across our portfolio of Publishing brands to determine the appropriate
cash-generating unit. The Group operates its Publishing brands such that a majority
of the revenues are interdependent and revenue would be materially lower if brands
operated in isolation. As such, management do not consider that an impairment
review at an individual brand level is appropriate or practical. As the Group continues
to centralise revenue generating functions and has moved to a matrix operating
structure over the past few years, all of the individual brands in Publishing have
increased revenue interdependency and are assessed for impairment as a single
Publishing cash-generating unit.
Historical legal issues (note 27)
Following the judgment handed down on 15 December 2023, all claims issued after
31 October 2020 are now likely to be considered time barred and subsequently
dismissed, other than where individuals can demonstrate there were exceptional
circumstances why they could not have been aware of their putative claims.
Subsequently, the test claimants’ application for permission to appeal was refused by
the trial judge on 9 February 2024, with claimants having a further short period to apply
for permission to appeal to the Court of Appeal. On 17 May 2024, the Application for
Permission to Appeal was refused by the Court of Appeal. This means that the Judge’s
ruling on limitation stands and no further appeal against the test claims being time
barred is possible. As such no contingent liability has been disclosed in the accounts.
Reach plc Annual Report 2024 131
Notes to the consolidated financial statements continued
4 Segments
The performance of the Group is presented as a single reporting segment as this is the
basis of internal reports regularly reviewed by the Board and chief operating decision-
maker (executive directors) to allocate resources and to assess performance. The
Group’s operations are primarily located in the UK and the Group is not subject to
significant seasonality during the year.
5 Revenue
2024 | 2023 | |
£m | £m | |
Print | 406.7 | 438.8 |
Circulation | 298.5 | 312.5 |
Advertising | 65.4 | 76.6 |
Printing | 17.3 | 20.2 |
Other | 25.5 | 29.5 |
Digital | 130.0 | 127.4 |
Other | 1.9 | 2.4 |
Total revenue | 538.6 | 568.6 |
The Group’s operations are located primarily in the UK. The Group’s revenue by location
of customers is set out below:
2024 | 2023 | |
£m | £m | |
UK | 510.9 | 542.4 |
Europe | 25.2 | 25.5 |
Rest of World | 2.5 | 0.7 |
Total revenue | 538.6 | 568.6 |
The Group has two customers (representing over 80% of the circulation revenue) where
revenues represent more than 10% of total revenue.
2024 | 2023 | |
£m | £m | |
Operating profit for the period is arrived at after charging: | ||
Staff costs (note 7) | (216.0) | (223.0) |
Cost of inventories recognised as cost of sales | (49.8) | (67.9) |
Amortisation of other intangible assets (note 16) | (7.4) | (4.9) |
Depreciation of property, plant and equipment (note 17) | (9.4) | (13.9) |
Depreciation of right-of-use assets (note 18) | (2.8) | (2.8) |
Trade receivables impairment (note 23) | (0.8) | (0.2) |
Net foreign exchange loss | (0.4) | (0.7) |
Operating adjusted items (note 8) | ||
– excluding associates | (26.8) | (48.9) |
– share of associates | (1.3) | (1.5) |
Auditors’ remuneration: | ||
Fees payable to the Company’s auditor s for the audit of the Company’s annual financial statements | (0.9) | (0.8) |
Fees payable to the Company’s auditor s for the other services | ||
to the Group: | ||
– the audit of the Company’s subsidiaries | (0.4) | (0.5) |
Total audit fees | (1.3) | (1.3) |
Non-audit fees payable to the Company’s auditors for: | ||
– audit-related assurance services | (0.2) | (0.1) |
Total non-audit fees | (0.2) | (0.1) |
Total fees | (1.5) | (1.4) |
132Reach plc Annual Report 2024
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Reach plc Annual Report 2024 132
Notes to the consolidated financial statements continued
7 Staff costs
The average monthly number of persons, including executive directors, employed by
the Group in the period was:
2024 | 2023 | |
Number | Number | |
Production and editorial | 2,587 | 2,994 |
Sales and distribution | 680 | 761 |
Administration | 312 | 348 |
Total | 4,103 |
The majority of employees are primarily employed in the UK. The above excludes
casual employees working for the Group during the period due to the impracticality
of determining an average.
Staff costs, including directors’ emoluments, incurred during the period were:
2024 | 2023 | |
£m | £m | |
Wages and salaries | (176.0) | (183.1) |
| Social security costs | (21.7) | (21.3) |
Share-based payments charge in the period (note 31) | (2.5) | (1.3) |
| Pension costs relating to defined contribution pension | ||
schemes (note 21) | (15.8) | (17.3) |
Total | (216.0) | (223.0) |
Wages and salaries include bonuses payable in the period. Restructuring costs and
the National Insurance costs relating to share awards which are included in operating
adjusted items (note 8) are excluded from staff costs.
Disclosure of individual directors’ remuneration, share awards, long-term incentive
schemes, pension contributions and pension entitlements required by the Companies
Act 2006 and those elements specified for audit by the Financial Conduct Authority are
shown in the tables in the Remuneration Report on pages 90 to 103 and form part of
these consolidated financial statements.
8 Operating adjusted items
2024 | 2023 | |
£m | £m | |
Provision for historical legal issues (note 27) | – | 20.2 |
Restructuring charges in respect of cost reduction measures | ||
(note 27) | (8.0) | (26.9) |
Pension administrative expenses and past service costs | (9.7) | (5.5) |
(note 21) | ||
Property-related items (note 34) | 1.1 | (8.0) |
Other items (note 34) | (10.2) | (9.3) |
Impairment of sublease (note 19) | – | (19.4) |
Operating adjusted items included in administrative | ||
expenses | (26.8) | (48.9) |
Operating adjusted items included in share of results of associates (note 20) | (1.3) | (1.5) |
Total operating adjusted items | (28.1) | (50.4) |
Operating adjusted items relate to costs or income that derive from events or
transactions that fall within the normal activities of the Group, but are excluded from
the Group’s adjusted profit measures, individually or, if of a similar type in aggregate,
due to their size and/or nature in order to better reflect management’s view of the
performance of the Group. The adjusted profit measures are not recognised profit
measures under IFRS and may not be directly comparable with adjusted profit
measures used by other companies. Set out in note 34 is the reconciliation between
the statutory and adjusted results which includes descriptions of the items included
in adjusted items.
The Group estimates for historical legal issues are unchanged, however the timetable
for payment of these costs is likely to extend into 2026. As a result, there is no change
in the provision for historical legal issues relating to the cost associated with dealing
with and resolving civil claims in relation to historical phone hacking and unlawful
information gathering (2023: £20.2m decrease) (note 27).
Restructuring charges of £8.0m (2023: £26.9m) principally relate to in-year cost
management actions taken in the period.
Pension costs of £9.7m (2023: £5.5m) comprise external pension administrative
expenses of £4.7m (2023: £5.5m) alongside the additional one-off past service cost
of £5.0m relating to a Barber Window equalisation adjustment identified by the Trustees
of the West Ferry Printers Pension Scheme (the ‘WF Scheme’) during the year.
133Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 132
Notes to the consolidated financial statements continued
7 Staff costs
The average monthly number of persons, including executive directors, employed by
the Group in the period was:
2024
Number
2023
Number
Production and editorial
2,587
2,994
Sales and distribution
680
761
Administration
312
348
Total
3,579
4,103
The majority of employees are primarily employed in the UK. The above excludes
casual employees working for the Group during the period due to the impracticality
of determining an average.
Staff costs, including directors’ emoluments, incurred during the period were:
2024
£m
2023
£m
Wages and salaries
(176.0)
(183.1)
Social security costs
(21.7)
(21.3)
Share-based payments charge in the period (note 31)
(2.5)
(1.3)
Pension costs relating to defined contribution pension
schemes (note 21)
(15.8)
(17.3)
Total
(216.0)
(223.0)
Wages and salaries include bonuses payable in the period. Restructuring costs and
the National Insurance costs relating to share awards which are included in operating
adjusted items (note 8) are excluded from staff costs.
Disclosure of individual directors’ remuneration, share awards, long-term incentive
schemes, pension contributions and pension entitlements required by the Companies
Act 2006 and those elements specified for audit by the Financial Conduct Authority are
shown in the tables in the Remuneration Report on pages 90 to 103 and form part of
these consolidated financial statements.
8 Operating adjusted items
2024
£m
2023
£m
Provision for historical legal issues (note 27)
–
20.2
Restructuring charges in respect of cost reduction measures
(note 27)
(8.0)
(26.9)
Pension administrative expenses and past service costs
(note 21)
(9.7)
(5.5)
Property-related items (note 34)
1.1
(8.0)
Other items (note 34)
(10.2)
(9.3)
Impairment of sublease (note 19)
–
(19.4)
Operating adjusted items included in administrative
expenses
(26.8)
(48.9)
Operating adjusted items included in share of results of
associates (note 20)
(1.3)
(1.5)
Total operating adjusted items
(28.1)
(50.4)
Operating adjusted items relate to costs or income that derive from events or
transactions that fall within the normal activities of the Group, but are excluded from
the Group’s adjusted profit measures, individually or, if of a similar type in aggregate,
due to their size and/or nature in order to better reflect management’s view of the
performance of the Group. The adjusted profit measures are not recognised profit
measures under IFRS and may not be directly comparable with adjusted profit
measures used by other companies. Set out in note 34 is the reconciliation between
the statutory and adjusted results which includes descriptions of the items included
in adjusted items.
The Group estimates for historical legal issues are unchanged, however the timetable
for payment of these costs is likely to extend into 2026. As a result, there is no change
in the provision for historical legal issues relating to the cost associated with dealing
with and resolving civil claims in relation to historical phone hacking and unlawful
information gathering (2023: £20.2m decrease) (note 27).
Restructuring charges of £8.0m (2023: £26.9m) principally relate to in-year cost
management actions taken in the period.
Pension costs of £9.7m (2023: £5.5m) comprise external pension administrative
expenses of £4.7m (2023: £5.5m) alongside the additional one-off past service cost
of £5.0m relating to a Barber Window equalisation adjustment identified by the Trustees
of the West Ferry Printers Pension Scheme (the ‘WF Scheme’) during the year.
Reach plc Annual Report 2024 133
Notes to the consolidated financial statements continued
8 Operating adjusted items continued
Property-related items comprise the profit on sale of assets (£5.5m) less vacant
freehold property-related costs (£1.5m), onerous lease and related costs (£2.8m)
and impairment of vacant freehold property (£0.1m). In 2023, property-related items
related to the impairment of vacant freehold property (£4.3m), vacant freehold
property-related costs (£1.4m) and onerous lease and related costs (£2.6m) less
the profit on sale of assets (£0.3m).
Other adjusted items comprise adviser costs in relation to the defined benefit pension
schemes (£6.1m), the Group’s legal fees in respect of historical legal issues (£1.0m),
internal pension administrative expenses (£0.5m), corporate simplification costs
(£0.5m), and other restructuring-related project costs (£2.1m). In 2023, other adjusted
items comprised the Group’s legal fees in respect of historical legal issues (£5.3m),
adviser costs in relation to the defined benefit pension schemes (£2.5m), internal
pension administrative expenses (£0.6m), corporate simplification costs (£0.5m),
and other restructuring-related project costs (£0.7m) less a reduction in National
Insurance costs relating to share awards (£0.3m).
The impairment of a sublease during 2023 represented the £10.8m impairment of
a finance lease receivable along with the subsequent recognition of onerous costs
of £8.6m of the vacant site following the sub-lessee entering administration during
the prior year.
2024 | 2023 | |
£m | £m | |
Interest income on bank deposits | 0.2 | 0.6 |
Interest on finance lease receivable | – | 0.4 |
Interest income | 0.2 | 1.0 |
2024 | 2023 | |
£m | £m | |
Interest and charges on borrowings | (4.0) | (3.3) |
Interest on lease liabilities | (1.3) | (1.2) |
Adjusted finance costs | (5.3) | (4.5) |
Other interest costs (note 11) | (2.9) | – |
Finance costs | (8.2) | (4.5) |
2024 | 2023 | |
£m | £m | |
Corporation tax charge for the period | (2.1) | (5.5) |
Prior period adjustment | 0.6 | (1.1) |
Current tax charge | (1.5) | (6.6) |
Deferred tax charge for the period | (10.8) | (8.1) |
Prior period adjustment | 3.1 | (1.0) |
Deferred tax rate change | – | 0.5 |
Deferred tax charge | (7.7) | (8.6) |
Tax charge | (9.2) | (15.2) |
134Reach plc Annual Report 2024
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Reach plc Annual Report 2024 134
Notes to the consolidated financial statements continued
11 Tax charge continued
2024 | 2023 | |
Reconciliation of tax charge | £m | £m |
Profit before tax | 62.8 | 36.7 |
| Standard rate of corporation tax of 25.0% (2023: 23.5%) | (15.7) | (8.6) |
Variance in overseas tax rates | 1.2 | 0.9 |
Impact of change in tax rates | – | 0.5 |
Tax effect of permanent items that are not included in determining taxable profit | 1.8 | (5.8) |
Deferred tax not recognised | (9.0) | (0.4) |
Prior period adjustment | 3.7 | (2.1) |
Capital loss on disposal of property | 8.4 | – |
Tax effect of share of results of associates | 0.4 | 0.3 |
Tax charge | (9.2) | (15.2) |
12 Dividends
2024 | 2023 | |
| Pence | Pence | |
per share | per share | |
Amounts recognised as distributions to equity holders in the period | ||
Dividends paid per share – prior year final dividend | 4.46 | 4.46 |
Dividends paid per share – interim dividend | 2.88 | 2.88 |
Total dividends paid per share | ||
Dividend proposed per share but not paid nor included in the accounting records | 4.46 |
The Board proposes a final dividend for 2024 of 4.46 pence per share. An interim
dividend for 2024 of 2.88 pence per share was paid on 20 September 2024 bringing
the total dividend in respect of 2024 to 7.34 pence per share. The 2024 final dividend
payment is expected to amount to £14.1m.
On 2 May 2024, the final dividend proposed for 2023 of 4.46 pence per share was
approved by shareholders at the Annual General Meeting and was paid on 31 May 2024.
Total dividends paid in 2024 were £23.2m (2023 final dividend payment of £14.1m and
2024 interim dividend payment of £9.1m).
13 Earnings per share
Basic earnings per share is calculated by dividing profit for the period attributable to
equity holders of the parent by the weighted average number of ordinary shares during
the period, and diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares in issue on the assumption of conversion of all
potentially dilutive ordinary shares.
2024 | 2023 | |
Thousand | Thousand | |
Weighted average number of ordinary shares for basic | ||
earnings per share | 315,352 | 314,206 |
Effect of potential dilutive ordinary shares in respect of share | ||
awards | 4,582 | 2,893 |
Weighted average number of ordinary shares for diluted | ||
earnings per share | 319,934 | 317,099 |
135Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 134
Notes to the consolidated financial statements continued
11 Tax charge continued
Reconciliation of tax charge
2024
£m
2023
£m
Profit before tax
62.8
36.7
Standard rate of corporation tax of 25.0% (2023: 23.5%)
(15.7)
(8.6)
Variance in overseas tax rates
1.2
0.9
Impact of change in tax rates
–
0.5
Tax effect of permanent items that are not included in
determining taxable profit
1.8
(5.8)
Deferred tax not recognised
(9.0)
(0.4)
Prior period adjustment
3.7
(2.1)
Capital loss on disposal of property
8.4
–
Tax effect of share of results of associates
0.4
0.3
Tax charge
(9.2)
(15.2)
The standard rate of corporation tax for the period is 25.0% (2023: 23.5%). The current tax
receivable of £6.6m (2023: £8.1m) primarily comprises residual overpayments held with
HMRC following the agreement of the deductibility of certain costs. In 2023 the current
tax receivable of £8.1m was net of the uncertain tax provision of £23.4m held in respect
of this matter. £2.9m of related interest (note 10) has been recognised in the period
upon agreement of this position, reducing the current tax receivable.
The tax on actuarial gains (2023: losses) on defined benefit pension schemes taken
to the consolidated statement of comprehensive income is a deferred tax debit of
£2.8m (2023: credit of £0.1m).
The amount taken to the consolidated income statement as a result of pension
contributions was £11.6m (2023: £11.4m).
12 Dividends
2024
Pence
per share
2023
Pence
per share
Amounts recognised as distributions to equity holders in the
period
Dividends paid per share – prior year final dividend
4.46
4.46
Dividends paid per share – interim dividend
2.88
2.88
Total dividends paid per share
7.34
7.34
Dividend proposed per share but not paid nor included in the
accounting records
4.46
4.46
The Board proposes a final dividend for 2024 of 4.46 pence per share. An interim
dividend for 2024 of 2.88 pence per share was paid on 20 September 2024 bringing
the total dividend in respect of 2024 to 7.34 pence per share. The 2024 final dividend
payment is expected to amount to £14.1m.
On 2 May 2024, the final dividend proposed for 2023 of 4.46 pence per share was
approved by shareholders at the Annual General Meeting and was paid on 31 May 2024.
Total dividends paid in 2024 were £23.2m (2023 final dividend payment of £14.1m and
2024 interim dividend payment of £9.1m).
13 Earnings per share
Basic earnings per share is calculated by dividing profit for the period attributable to
equity holders of the parent by the weighted average number of ordinary shares during
the period, and diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares in issue on the assumption of conversion of all
potentially dilutive ordinary shares.
2024
Thousand
2023
Thousand
Weighted average number of ordinary shares for basic
earnings per share
315,352
314,206
Effect of potential dilutive ordinary shares in respect of share
awards
4,582
2,893
Weighted average number of ordinary shares for diluted
earnings per share
319,934
317,099
Reach plc Annual Report 2024 135
Notes to the consolidated financial statements continued
13 Earnings per share continued
The weighted average number of potentially dilutive ordinary shares not currently
dilutive was 7,625,633 (2023: 6,328,039).
2024 | 2023 | |
Statutory earnings per share | Pence | Pence |
Earnings per share – basic | 17.0 | 6.8 |
Earnings per share – diluted | 16.7 | 6.8 |
| 2024 | 2023 | |
Adjusted earnings per share | Pence | Pence |
Earnings per share – basic | 25.3 | 21.8 |
Earnings per share – diluted | 24.9 | 21.6 |
Set out in note 34 is the reconciliation between the statutory and adjusted results.
14 Cash flows from operating activities
2024 | 2023 | |
£m | £m | |
Operating profit | 74.2 | 46.1 |
Depreciation of property, plant and equipment | 9.4 | 13.9 |
Depreciation of right-of-use assets | 2.8 | 2.8 |
Amortisation of other intangible assets | 7.4 | 4.9 |
Impairment of property, plant and equipment | 0.4 | 4.7 |
Impairment of finance lease receivable | – | 10.8 |
Impairment of right-of-use assets | 0.9 | 1.3 |
Impairment of other intangible assets | 0.6 | – |
Profit on disposal of property, plant and equipment | (5.5) | (0.3) |
Profit on early termination of leases | (0.3) | – |
Share of results of associates | (1.5) | (1.4) |
Share-based payments charge | 2.5 | 1.3 |
Pension administrative expenses and past service costs | 9.7 | 5.5 |
Operating cash flows before movements in working capital | 100.6 | 89.6 |
Decrease in inventories | 1.2 | 1.5 |
(Increase)/decrease in receivables | (2.6) | 9.5 |
Decrease in payables and provisions | (9.7) | (24.2) |
Cash flows from operating activities | 89.5 | 76.4 |
Total | |
£m | |
Cost | |
At 26 December 2022 | 189.9 |
At 31 December 2023 | 189.9 |
At 31 December 2024 | 189.9 |
Accumulated impairment | |
At 26 December 2022 | (154.0) |
At 31 December 2023 | (154.0) |
At 31 December 2024 | (154.0) |
Carrying amount | |
At 31 December 2023 | 35.9 |
At 31 December 2024 | 35.9 |
136Reach plc Annual Report 2024
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Notes to the consolidated financial statements continued
16 Other intangible assets
Publishing | Internally | ||
| rights and | generated | ||
| titles | assets | Total | |
£m | £m | £m | |
Cost | |||
At 26 December 2022 | 2,100.3 | 16.7 | 2,117.0 |
Additions | – | 12.8 | 12.8 |
At 31 December 2023 | 2,100.3 | 29.5 | 2,129.8 |
Additions | – | 10.5 | 10.5 |
At 31 December 2024 | 2,100.3 | 40.0 | 2,140.3 |
Accumulated amortisation | |||
At 26 December 2022 | (1,281.6) | (2.5) | (1,284.1) |
Charge for the period | – | (4.9) | (4.9) |
At 31 December 2023 | (1,281.6) | (7.4) | (1,289.0) |
Charge for the period | – | (7.4) | (7.4) |
Impairment | – | (0.6) | (0.6) |
At 31 December 2024 | (1,281.6) | (15.4) | (1,297.0) |
Carrying amount | |||
At 31 December 2023 | 818.7 | 22.1 | 840.8 |
At 31 December 2024 | 818.7 | 24.6 | 843.3 |
137Reach plc Annual Report 2024Governance
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Notes to the consolidated financial statements continued
16 Other intangible assets
Publishing
rights and
titles
£m
Internally
generated
assets
£m
Total
£m
Cost
At 26 December 2022
2,100.3
16.7
2,117.0
Additions
–
12.8
12.8
At 31 December 2023
2,100.3
29.5
2,129.8
Additions
–
10.5
10.5
At 31 December 2024
2,100.3
40.0
2,140.3
Accumulated amortisation
At 26 December 2022
(1,281.6)
(2.5)
(1,284.1)
Charge for the period
–
(4.9)
(4.9)
At 31 December 2023
(1,281.6)
(7.4)
(1,289.0)
Charge for the period
–
(7.4)
(7.4)
Impairment
–
(0.6)
(0.6)
At 31 December 2024
(1,281.6)
(15.4)
(1,297.0)
Carrying amount
At 31 December 2023
818.7
22.1
840.8
At 31 December 2024
818.7
24.6
843.3
During the year, the Group capitalised internally generated assets relating to software
and website development costs of £10.5m (2023: £12.8m). These assets are amortised
using the straight-line method over their estimated useful lives (3-5 years).
Publishing rights and titles are not amortised. There is judgement required in continuing to
adopt an indefinite life assumption in respect of publishing rights and titles. The directors
consider publishing rights and titles (with a carrying amount of £818.7m) have indefinite
economic lives due to the longevity of the brands and the ability to evolve them in an
ever-changing media landscape. The brands are central to the delivery of the Customer
Value Strategy which is delivering digital revenue growth. This, combined with our inbuilt
and relentless focus on maximising efficiency, gives confidence that the delivery of
sustainable growth in revenue, profit and cash flow is achievable in the future.
There is judgement required in determining the cash-generating units. At each
reporting date management review the interdependency of revenues across our
Publishing brands to determine the appropriate cash-generating unit. The Group
operates its Publishing brands such that a majority of the revenues are interdependent
and revenue would be materially lower if brands operated in isolation. As such,
management do not consider that an impairment review at an individual brand level
is appropriate or practical. As the Group continues to centralise revenue generating
functions and has moved to a matrix operating structure over the past few years, all
of the individual brands in Publishing have increased revenue interdependency and
are assessed for impairment as a single Publishing cash-generating unit.
The Group tests the carrying value of assets at the cash-generating unit level for
impairment annually or more frequently if there are indicators that assets might be
impaired. The review is undertaken by assessing whether the carrying value of assets
is supported by their value-in-use which is calculated as the net present value of future
cash flows derived from those assets, using cash flow projections. If an impairment
charge is required this is allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit and then to the other assets of the cash-
generating unit but subject to not reducing any asset below its recoverable amount.
The impairment review in respect of the Publishing cash-generating unit concluded
that no impairment charge was required.
Reach plc Annual Report 2024 137
Notes to the consolidated financial statements continued
16 Other intangible assets continued
17 Property, plant and equipment
Freehold | ||||
| land and | Plant and | Asset under | ||
| buildings | equipment | construction | Total | |
£m | £m | £m | £m | |
Cost | ||||
At 26 December 2022 | 204.6 | 341.2 | 0.5 | 546.3 |
Additions | – | 1.6 | 2.1 | 3.7 |
Disposals | (2.3) | (0.7) | – | (3.0) |
Reclassification | – | 1.1 | (1.1) | – |
Transfer to assets classified as held for sale | (46.7) | – | – | (46.7) |
At 31 December 2023 | 155.6 | 343.2 | 1.5 | 500.3 |
Additions | – | 0.5 | 0.6 | 1.1 |
Reclassification | – | 1.8 | (1.8) | – |
Transfer to assets classified as held for sale | (10.3) | – | – | (10.3) |
At 31 December 2024 | 145.3 | 345.5 | 0.3 | 491.1 |
Accumulated depreciation and impairment | ||||
At 26 December 2022 | (106.1) | (300.1) | – | (406.2) |
Charge for the period | (2.6) | (11.3) | – | (13.9) |
Eliminated on disposal | 1.7 | 0.7 | – | 2.4 |
Impairment | (4.3) | (0.4) | – | (4.7) |
Transfer to assets classified as held for sale | 35.7 | – | – | 35.7 |
At 31 December 2023 | (75.6) | (311.1) | – | (386.7) |
Charge for the period | (2.2) | (7.2) | – | (9.4) |
Impairment | (0.1) | (0.3) | – | (0.4) |
Transfer to assets classified as held for sale | 9.6 | – | – | 9.6 |
At 31 December 2024 | (68.3) | (318.6) | – | (386.9) |
Carrying amount | ||||
At 31 December 2023 | 80.0 | 32.1 | 1.5 | 113.6 |
At 31 December 2024 | 77.0 | 26.9 | 0.3 | 104.2 |
Impairment of vacant freehold property of £0.1m (2023: £4.3m) (note 8) was as a result
of the carrying value of certain Group properties being in excess of their market value
at the reporting date. Plant and equipment was impaired by £0.3m in the current period
as no longer in use. Plant and equipment was impaired by £0.4m in 2023 due to site
closures and was included within onerous lease and related costs of £2.6m (note 8).
138Reach plc Annual Report 2024
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Notes to the consolidated financial statements continued
Properties | Vehicles | Total | |
£m | £m | £m | |
Cost | |||
At 26 December 2022 | 27.4 | 3.2 | 30.6 |
Additions | 4.1 | 2.0 | 6.1 |
Other movements | 0.1 | – | 0.1 |
Derecognition at end of lease term | (3.5) | (1.6) | (5.1) |
At 31 December 2023 | 28.1 | 3.6 | 31.7 |
Additions | – | 0.7 | 0.7 |
| Other movements | (0.2) | – | (0.2) |
Derecognition at end of lease term | (1.8) | (1.0) | (2.8) |
At 31 December 2024 | 26.1 | 3.3 | 29.4 |
Accumulated depreciation and impairment | |||
At 26 December 2022 | (17.2) | (2.5) | (19.7) |
Charge for the period | (2.1) | (0.7) | (2.8) |
Impairment | (1.3) | – | (1.3) |
Derecognition at end of lease term | 3.5 | 1.6 | 5.1 |
At 31 December 2023 | (17.1) | (1.6) | (18.7) |
Charge for the period | (1.9) | (0.9) | (2.8) |
Impairment | (0.9) | – | (0.9) |
Other movements | 0.1 | – | 0.1 |
Derecognition at end of lease term | 1.8 | 1.0 | 2.8 |
At 31 December 2024 | (18.0) | (1.5) | (19.5) |
Carrying amount | |||
At 31 December 2023 | 11.0 | 2.0 | 13.0 |
At 31 December 2024 | 8.1 | 1.8 | 9.9 |
2024 | 2023 | |
£m | £m | |
Depreciation of right-of-use assets | (2.8) | (2.8) |
Impairment of right-of-use assets | (0.9) | (1.3) |
Impairment of finance lease receivable | – | (10.8) |
Expenses relating to short-term leases | (0.1) | (0.1) |
Interest on lease liabilities (included in finance cost) | (1.3) | (1.2) |
Interest on finance lease receivable (included in interest income) | – | 0.4 |
Total charged to the consolidated income statement | (5.1) | (15.8) |
19 Leases
Finance lease receivable
Properties | Total | |
£m | £m | |
At 26 December 2022 | 11.0 | 11.0 |
Interest income | 0.4 | 0.4 |
Lease receipts | (0.6) | (0.6) |
Impairment | (10.8) | (10.8) |
At 31 December 2023 | – | – |
At 31 December 2024 | – | – |
139Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 138
Notes to the consolidated financial statements continued
18 Right-of-use assets
Properties
£m
Vehicles
£m
Total
£m
Cost
At 26 December 2022
27.4
3.2
30.6
Additions
4.1
2.0
6.1
Other movements
0.1
–
0.1
Derecognition at end of lease term
(3.5)
(1.6)
(5.1)
At 31 December 2023
28.1
3.6
31.7
Additions
–
0.7
0.7
Other movements
(0.2)
–
(0.2)
Derecognition at end of lease term
(1.8)
(1.0)
(2.8)
At 31 December 2024
26.1
3.3
29.4
Accumulated depreciation and impairment
At 26 December 2022
(17.2)
(2.5)
(19.7)
Charge for the period
(2.1)
(0.7)
(2.8)
Impairment
(1.3)
–
(1.3)
Derecognition at end of lease term
3.5
1.6
5.1
At 31 December 2023
(17.1)
(1.6)
(18.7)
Charge for the period
(1.9)
(0.9)
(2.8)
Impairment
(0.9)
–
(0.9)
Other movements
0.1
–
0.1
Derecognition at end of lease term
1.8
1.0
2.8
At 31 December 2024
(18.0)
(1.5)
(19.5)
Carrying amount
At 31 December 2023
11.0
2.0
13.0
At 31 December 2024
8.1
1.8
9.9
Impairment of property right-of-use assets of £0.9m (2023: £1.3m) has been recognised
within onerous lease and related costs (note 8). Other movements include the impact
of changes in lease term and rent reviews.
Amounts recognised in the consolidated income statement
The consolidated income statement includes the following amounts relating to leases:
2024
£m
2023
£m
Depreciation of right-of-use assets
(2.8)
(2.8)
Impairment of right-of-use assets
(0.9)
(1.3)
Impairment of finance lease receivable
–
(10.8)
Expenses relating to short-term leases
(0.1)
(0.1)
Interest on lease liabilities (included in finance cost)
(1.3)
(1.2)
Interest on finance lease receivable (included in
interest income)
–
0.4
Total charged to the consolidated income statement
(5.1)
(15.8)
Amounts recognised in the consolidated cash flow statement
The total cash outflow for leases in 2024 was £7.3m (2023: £5.9m). The total cash
received in relation to the finance lease receivable in 2024 was nil (2023: £0.6m).
19 Leases
Finance lease receivable
Properties
£m
Total
£m
At 26 December 2022
11.0
11.0
Interest income
0.4
0.4
Lease receipts
(0.6)
(0.6)
Impairment
(10.8)
(10.8)
At 31 December 2023
–
–
At 31 December 2024
–
–
Reach plc Annual Report 2024 139
Notes to the consolidated financial statements continued
19 Leases continued
Finance lease receivable continued
Following the sublet of the vacant print site during 2022 under a finance lease
which resulted in the recognition of a finance lease receivable of £11.0m at the
commencement of the sublease, the sub-lessee subsequently entered into
administration during 2023. As a result, the corresponding £10.8m finance lease
receivable was impaired down to nil in 2023.
The finance lease receivable (net investment in the lease) included in the consolidated
balance sheet is nil (2023 nil).
Lease liabilities
Lease liabilities represent rental obligations for office properties and motor vehicles.
Properties | Vehicles | Total | |
£m | £m | £m | |
At 26 December 2022 | (30.9) | (0.8) | (31.7) |
Additions | (4.1) | (2.0) | (6.1) |
Interest costs | (1.1) | (0.1) | (1.2) |
Payments | 5.2 | 0.7 | 5.9 |
Other movements | (0.1) | – | (0.1) |
At 31 December 2023 | (31.0) | (2.2) | (33.2) |
Additions | – | (0.7) | (0.7) |
Interest costs | (1.1) | (0.2) | (1.3) |
Payments | 6.4 | 0.9 | 7.3 |
Other movements | 0.4 | 0.2 | 0.6 |
At 31 December 2024 | (25.3) | (2.0) | (27.3) |
Other movements include the impact of changes in lease term and rent reviews.
The lease liabilities have been analysed between current and non-current as follows:
2024 | 2023 | |
£m | £m | |
Current | (4.3) | (4.7) |
Non-current | (23.0) | (28.5) |
(27.3) | (33.2) |
The Group does not face significant liquidity risk in relation to its lease liabilities.
PA Media | PA Media | |
| 2024 | 2023 | |
£m | £m | |
Opening balance | 14.5 | 14.6 |
Dividends received | (1.9) | (1.9) |
Share of results: | 1.5 | 1.4 |
Results before adjusted items | 2.8 | 2.9 |
Adjusted items | (1.3) | (1.5) |
Share of other comprehensive income | – | 0.4 |
Closing balance | 14.1 | 14.5 |
Country of | Class of | Accounting | ||
Company | incorporation | shares | Shareholding | year end |
PA Media Group Limited | UK | ordinary | 25.41% | 31 December |
140Reach plc Annual Report 2024
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Reach plc Annual Report 2024 140
Notes to the consolidated financial statements continued
20 Investment in associates continued
21 Retirement benefit schemes
2024 | 2023 | |
£m | £m | |
PA Media Group Limited | ||
Non-current assets | 46.4 | 52.7 |
Current assets | 50.2 | 48.0 |
Total assets | 96.6 | 100.7 |
Current liabilities | (39.1) | (43.8) |
Non-current liabilities | (2.2) | – |
Total liabilities | (41.3) | (43.8) |
Net assets | 55.3 | 56.9 |
Group’s share of net assets | 14.1 | 14.5 |
Revenue | 116.4 | 111.4 |
Profit for the period | 5.8 | 5.7 |
Group’s share of profit for the period | 1.5 | 1.4 |
141Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 140
Notes to the consolidated financial statements continued
20 Investment in associates continued
The financial statements of PA Media Group Limited are made up to 31 December
each year. For the purposes of applying the equity method of accounting, the audited
financial statements of PA Media Group Limited for the year ended 31 December 2023
together with the management accounts up to the end of December 2024 have been
used with appropriate year-end adjustments made. Included in the share of operating
adjusted items of associates are after-tax restructuring charges of £0.2m (2023: £0.2m)
and after-tax amortisation charges of £1.1m (2023: £1.3m). The share of other
comprehensive income is nil in the period (2023: income of £0.4m).
21 Retirement benefit schemes
Defined contribution pension schemes
The Group operates defined contribution pension schemes for qualifying employees,
where the assets of the schemes are held separately from those of the Group in funds
under the control of Trustees.
The current service cost charged to the consolidated income statement for the year
of £15.8m (2023: £17.3m) represents contributions paid by the Group at rates specified
in the scheme rules. All amounts that were due have been paid over to the schemes
at all reporting dates.
Defined benefit pension schemes
Background
The defined benefit pension schemes operated by the Group are all closed to future
accrual. The Group has six defined benefit pension schemes:
• the MGN Pension Scheme (the ‘MGN Scheme’), the Trinity Retirement Benefit Scheme
(the ‘Trinity Scheme’), the Midland Independent Newspapers Pension Scheme (the
‘MIN Scheme’), the Express Newspapers 1988 Pension Fund (the ‘EN88 Scheme’), the
Express Newspapers Senior Management Pension Fund (the ‘ENSM Scheme’) and the
WF Scheme.
Characteristics
The defined benefit pension schemes provide pensions to members, which are based
on their final pensionable salary, normally from age 65 (although some schemes
have some pensions normally payable from an earlier age) plus surviving spouses or
dependants’ benefits following a member’s death. Benefits increase both before and
after retirement either in line with statutory minimum requirements or in accordance
with the scheme rules if greater. Such increases are either at fixed rates or in line with
retail or consumer prices but subject to upper and lower limits. All of the schemes
are independent of the Group with assets held independently of the Group. They
are governed by Trustees who administer benefits in accordance with the scheme
rules and appropriate UK legislation. The schemes, with the exception of the ENSM
Scheme, each have a professional or experienced independent Trustee as their
Chairman with generally half of the remaining Trustees nominated by the
members and half by the Group.
Maturity profile and cash flow
Across all of the schemes, the uninsured liabilities related 65% to current pensioners
and their spouses or dependants and 35% to deferred pensioners. The average term
from the period end to payment of the remaining uninsured benefits is expected to be
around 11 years. Uninsured pension payments by the schemes in 2024, excluding lump
sums and transfer value payments, were £77m and these payments by the schemes
are projected to rise to an annual peak in 2034 of £89m and reduce thereafter.
2024
£m
2023
£m
PA Media Group Limited
Non-current assets
46.4
52.7
Current assets
50.2
48.0
Total assets
96.6
100.7
Current liabilities
(39.1)
(43.8)
Non-current liabilities
(2.2)
–
Total liabilities
(41.3)
(43.8)
Net assets
55.3
56.9
Group’s share of net assets
14.1
14.5
Revenue
116.4
111.4
Profit for the period
5.8
5.7
Group’s share of profit for the period
1.5
1.4
Reach plc Annual Report 2024 141
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
142Reach plc Annual Report 2024
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Other Information
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Reach plc Annual Report 2024 142
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
Funding arrangements continued
143Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 142
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
Funding arrangements continued
GMPs were intended to broadly replicate the SERPS pension benefits but due to their
design they give rise to inequalities between men and women, in particular, the GMP
for a male comes into payment at age 65 whereas for a female it comes into payment
at the age of 60 and GMPs typically receive different levels of increase to non-GMP
benefits. On 26 October 2018, the High Court handed down its judgment in the Lloyds
Trustees vs Lloyds Bank plc and Others case relating to the equalisation of member
benefits for the gender effects of GMP equalisation. This judgment creates a precedent
for other UK defined benefit schemes with GMPs. The judgment confirmed that GMP
equalisation was required for the period 17 May 1990 to 5 April 1997 and provided some
clarification on legally acceptable methods for achieving equalisation. An allowance
for GMP equalisation was first included within liabilities at 30 December 2018 and was
recognised as a charge for past service costs in the income statement. In 2020 further
clarification was issued relating to GMP equalisation in respect of transfers out of
schemes and a further allowance for GMP equalisation was included within liabilities
at 27 December 2020 and was recognised as a charge for past service costs in the
income statement. The estimate is subject to change as more detailed member
calculations are undertaken, as guidance is issued and/or as a result of future legal
judgments. Past service costs in 2022 related to a Barber Window equalisation
adjustment identified by the Trustees of the MGN Scheme. The impact relates to the
equalisation of retirement ages to 65, which was previously implemented from 17 May
1990, rather than the date of the Deed of Amendment of the Rules which was 4 April 1991.
Risks
Valuations for funding and accounting purposes are based on assumptions about
future economic and demographic variables. This results in the risk of a volatile
valuation deficit and the risk that the ultimate cost of paying benefits is higher
than the current assessed liability value.
The main sources of risk are:
• investment risk: a reduction in asset returns (or assumed future asset returns);
• inflation risk: an increase in benefit increases (or assumed future increases); and
• longevity risk: an increase in average life spans (or assumed life expectancy).
These risks are managed by:
• investing in insured annuity policies: the income from these policies exactly matches
the benefit payments for the members covered, removing all of the above risks. At
the reporting date the insured annuity policies covered 23% of total liabilities;
• investing a proportion of assets in other classes such as Government and corporate
bonds and in liability-driven investments: changes in the values of the assets aim
to broadly match changes in the values of the uninsured liabilities, reducing the
investment risk, however some risk remains as the durations of the bonds are typically
shorter than those of the liabilities and so the values may still move differently. At the
reporting date non-equity assets amounted to 97% of assets excluding the insured
annuity policies;
• investing a proportion of assets in equities: with the aim of achieving outperformance
and so reducing the deficits over the long term. At the reporting date this amounted
to 3% of assets excluding the insured annuity policies; and
• the gradual sale of equities over time to purchase additional annuity policies or
liability-matching investments: to further reduce risk as the schemes, which are
closed to future accrual, mature.
Pension scheme accounting deficits are snapshots at moments in time and are not
used by either the Group or Trustees to frame funding policy. The Group and Trustees
seek to be aligned in focusing on the long-term sustainability of the funding policy
which aims to balance the interests of the Group’s shareholders and members of
the schemes. The Group and Trustees also seek to be aligned in reducing pensions
risk over the long term and at a pace which is affordable to the Group.
The EN88 Scheme, the ENSM Scheme and the Trinity Scheme have an accounting
surplus at the reporting date, before allowing for the IFRIC 14 asset ceiling. The WF
Scheme was in deficit on the accounting basis at the 2024 year end due to the Barber
Window equalisation adjustment identified in the year. Across the MGN Scheme and the
MIN Scheme, the invested assets are expected to be sufficient for the schemes to pay
the uninsured benefits due up to 2044, based on the reporting date assumptions. The
remaining uninsured benefit payments, payable from 2045, are due to be funded by a
combination of asset outperformance and the deficit contributions currently scheduled
to be paid up to 31 January 2028 for the MGN Scheme and 31 December 2028 for the
MIN Scheme. For the MGN Scheme and MIN Scheme, actuarial projections at the year-
end reporting date show removal of the accounting deficit by the end of 2026 for the
MGN Scheme and 2027 for the MIN Scheme due to scheduled contributions and asset
returns at the current target rate. From this point, the assets are projected to be
sufficient to fully fund the liabilities on the accounting basis. The Group is not exposed
to any unusual, entity-specific or scheme-specific risks. Other than the impact of the
Barber Window adjustment relating to the WF scheme and the MGN Scheme purchase
of a bulk annuity, there were no plan amendments, settlements or curtailments in 2024
or 2023 which resulted in a pension cost.
In June 2023, the UK High Court (Virgin Media v NTL Pension Trustees II Limited) ruled
that certain historical amendments for contracted-out defined benefit schemes were
invalid if they were not accompanied by the correct actuarial confirmation. In July 2024
the Court of Appeal upheld the High Court’s judgment.
The Group has taken legal advice and conducted investigations into the changes
made to the Schemes across this period. We have not identified any issues and at
this time do not consider there to be a financial impact from this ruling. The Group
will continue to monitor the impact of future developments.
Results
For the purposes of the Group’s consolidated financial statements, valuations have
been performed in accordance with the requirements of IAS 19 with scheme liabilities
calculated using a consistent projected unit valuation method and compared to the
estimated value of the scheme assets at 31 December 2024.
Reach plc Annual Report 2024 143
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
Results continued
2024 | 2023 | |
Financial assumptions (nominal % pa) | ||
Discount rate | 5.49 | 4.62 |
Retail price inflation rate | 3.20 | 3.08 |
Consumer price inflation rate | 1.0% pa | |
| lower than RPI | 1.0% pa | |
| to 2030 and | lower than RPI to | |
| equal | 2030 and equal | |
to RPI thereafter | to RPI thereafter | |
Rate of pension increases in deferment | 2.88 | 2.71 |
Rate of pension increases in payment | 3.40 | 3.34 |
| Mortality assumptions – future life expectancies | ||
from age 65 (years) | ||
Male currently aged 65 | 21.2 | 21.4 |
Female currently aged 65 | 23.3 | 23.7 |
Male currently aged 55 | 21.0 | 21.0 |
| Female currently aged 55 | 24.2 | 24.2 |
Effect on | Effect on | |
| liabilities | deficit | |
£m | £m | |
Discount rate +/- 1.0% pa | -150/+175 | -115/+140 |
Retail price inflation rate +/- 0.5% pa | +19/-19 | +12/-12 |
Consumer price inflation rate +/- 0.5% pa | +19/-17 | +17/-15 |
Life expectancy at age 65 +/- 1 year | +70/-70 | +50/-50 |
144Reach plc Annual Report 2024
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Reach plc Annual Report 2024 144
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
Results continued
2024 | 2023 | |
Consolidated income statement | £m | £m |
Pension administrative expenses | (4.7) | (5.5) |
Past service costs | (5.0) | – |
Pension finance charge | (3.4) | (5.9) |
Defined benefit cost recognised in income statement | (13.1) | (11.4) |
2024 | 2023 | |
Consolidated statement of comprehensive income | £m | £m |
| Actuarial gain due to liability experience | 6.5 | 14.1 |
Actuarial gain/(loss) due to liability assumption changes | 173.3 | (6.9) |
Total liability actuarial gain | 179.8 | 7.2 |
Returns on scheme assets less than discount rate | (168.6) | (8.7) |
Impact of IFRIC 14 | 0.2 | 1.0 |
Total gain/(loss) recognised in statement of comprehensive income | 11.4 | (0.5) |
2024 | 2023 | |
Consolidated balance sheet | £m | £m |
Present value of uninsured scheme liabilities | (1,240.5) | (1,557.7) |
Present value of insured scheme liabilities | (375.8) | (277.9) |
Total present value of scheme liabilities | (1,616.3) | (1,835.6) |
Invested and cash assets at fair value | 1,195.2 | 1,455.1 |
Value of liability-matching insurance contracts | 375.8 | 277.9 |
Total fair value of scheme assets | 1,571.0 | 1,733.0 |
Funded deficit | (45.3) | (102.6) |
Impact of IFRIC 14 | – | (0.2) |
Net scheme deficit | (45.3) | (102.8) |
Non-current assets – retirement benefit assets | 72.4 | 66.0 |
Non-current liabilities – retirement benefit obligations | (117.7) | (168.8) |
Net scheme deficit | (45.3) | (102.8) |
Net scheme deficit included in consolidated balance sheet | (45.3) | (102.8) |
Deferred tax included in consolidated balance sheet | 11.3 | 25.7 |
Net scheme deficit after deferred tax | (34.0) | (77.1) |
2024 | 2023 | |
Movement in net scheme deficit | £m | £m |
Opening net scheme deficit | (102.8) | (150.9) |
Contributions | 59.2 | 60.0 |
Consolidated income statement | (13.1) | (11.4) |
Consolidated statement of comprehensive income | 11.4 | (0.5) |
Closing net scheme deficit | (45.3) | (102.8) |
145Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 144
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
Results continued
The amounts included in the consolidated income statement, consolidated statement
of comprehensive income and consolidated balance sheet arising from the Group’s
obligations in respect of its defined benefit pension schemes are as follows in the
table below.
Past service costs of £5.0m relate to a Barber Window equalisation adjustment
identified by the Trustees of the WF Scheme during the year.
Consolidated income statement
2024
£m
2023
£m
Pension administrative expenses
(4.7)
(5.5)
Past service costs
(5.0)
–
Pension finance charge
(3.4)
(5.9)
Defined benefit cost recognised in income statement
(13.1)
(11.4)
Consolidated statement of comprehensive income
2024
£m
2023
£m
Actuarial gain due to liability experience
6.5
14.1
Actuarial gain/(loss) due to liability assumption changes
173.3
(6.9)
Total liability actuarial gain
179.8
7.2
Returns on scheme assets less than discount rate
(168.6)
(8.7)
Impact of IFRIC 14
0.2
1.0
Total gain/(loss) recognised in statement of
comprehensive income
11.4
(0.5)
Consolidated balance sheet
2024
£m
2023
£m
Present value of uninsured scheme liabilities
(1,240.5)
(1,557.7)
Present value of insured scheme liabilities
(375.8)
(277.9)
Total present value of scheme liabilities
(1,616.3)
(1,835.6)
Invested and cash assets at fair value
1,195.2
1,455.1
Value of liability-matching insurance contracts
375.8
277.9
Total fair value of scheme assets
1,571.0
1,733.0
Funded deficit
(45.3)
(102.6)
Impact of IFRIC 14
–
(0.2)
Net scheme deficit
(45.3)
(102.8)
Non-current assets – retirement benefit assets
72.4
66.0
Non-current liabilities – retirement benefit obligations
(117.7)
(168.8)
Net scheme deficit
(45.3)
(102.8)
Net scheme deficit included in consolidated balance sheet
(45.3)
(102.8)
Deferred tax included in consolidated balance sheet
11.3
25.7
Net scheme deficit after deferred tax
(34.0)
(77.1)
Movement in net scheme deficit
2024
£m
2023
£m
Opening net scheme deficit
(102.8)
(150.9)
Contributions
59.2
60.0
Consolidated income statement
(13.1)
(11.4)
Consolidated statement of comprehensive income
11.4
(0.5)
Closing net scheme deficit
(45.3)
(102.8)
Reach plc Annual Report 2024 145
Notes to the consolidated financial statements continued
21 Retirement benefit schemes continued
2024 | 2023 | |
Changes in the present value of scheme liabilities | £m | £m |
Opening present value of scheme liabilities | (1,835.6) | (1,860.0) |
Past service costs | (5.0) | – |
Interest cost | (81.6) | (88.5) |
Actuarial gain – experience | 6.5 | 14.1 |
Actuarial gain – change to demographic assumptions | 23.9 | 35.7 |
Actuarial gain/(loss) – change to financial assumptions | 149.4 | (42.6) |
Benefits paid | 109.4 | 105.7 |
Bulk transfer due to buy-out | 16.7 | – |
Closing present value of scheme liabilities | (1,616.3) | (1,835.6) |
2024 | 2023 | |
Impact of IFRIC 14 | £m | £m |
Opening impact of IFRIC 14 | (0.2) | (1.2) |
Decrease in impact of IFRIC 14 | 0.2 | 1.0 |
Closing impact of IFRIC 14 | – | (0.2) |
2024 | 2023 | |
Changes in the fair value of scheme assets | £m | £m |
Opening fair value of scheme assets | 1,733.0 | 1,710.3 |
Interest income | 78.2 | 82.6 |
Actual return on assets less than discount rate | (168.6) | (8.7) |
Contributions by employer | 59.2 | 60.0 |
Benefits paid | (109.4) | (105.7) |
Administrative expenses | (4.7) | (5.5) |
Bulk transfer due to buy-out | (16.7) | – |
Closing fair value of scheme assets | 1,571.0 | 1,733.0 |
2024 | 2023 | |
Fair value of scheme assets | £m | £m |
UK equities | 3.3 | 2.2 |
Other overseas equities | 34.0 | 32.5 |
Property | 27.2 | 28.3 |
Corporate bonds | 250.0 | 279.0 |
Fixed interest gilts | 1.5 | 1.1 |
Liability-driven investment | 779.9 | 1,029.2 |
Cash and other | 99.3 | 82.8 |
Invested and cash assets at fair value | 1,195.2 | 1,455.1 |
Value of insurance contracts | 375.8 | 277.9 |
Fair value of scheme assets | 1,571.0 | 1,733.0 |
146Reach plc Annual Report 2024
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Reach plc Annual Report 2024 146
Notes to the consolidated financial statements continued
22 Inventories
2024 | 2023 | |
£m | £m | |
Raw materials and consumables | 10.2 | 11.4 |
2024 | 2023 | |
Trade and other receivables | £m | £m |
Gross trade receivables | 55.7 | 58.8 |
Expected credit loss | (1.6) | (1.0) |
Net trade receivables | 54.1 | 57.8 |
Prepayments | 12.1 | 9.6 |
Accrued income | 14.6 | 13.2 |
Other receivables | 6.8 | 4.5 |
87.6 | 85.1 |
2024 | 2023 | |
Ageing of past due receivables | £m | £m |
60–90 days | 1.7 | 1.8 |
90–120 days | 0.9 | 1.3 |
120 days+ | 0.7 | 0.5 |
3.3 | 3.6 |
2024 | 2023 | |
Movement in allowance for doubtful debts | £m | £m |
Opening balance | 1.0 | 1.4 |
Impairment losses recognised | 0.8 | 0.2 |
Utilisation of provision | (0.2) | (0.6) |
Closing balance | 1.6 | 1.0 |
147Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 146
Notes to the consolidated financial statements continued
22 Inventories
2024
£m
2023
£m
Raw materials and consumables
10.2
11.4
23 Trade and other receivables
Trade and other receivables
2024
£m
2023
£m
Gross trade receivables
55.7
58.8
Expected credit loss
(1.6)
(1.0)
Net trade receivables
54.1
57.8
Prepayments
12.1
9.6
Accrued income
14.6
13.2
Other receivables
6.8
4.5
87.6
85.1
Net trade receivables
Trade receivables net of expected credit loss at the reporting date amounted to £54.1m
(2023: £57.8m). The average credit period taken on sales is 38 days (2023: 38 days). No
interest is charged on the receivables.
Before accepting any new customers, the Group, where appropriate, uses an external
credit scoring system to assess the potential customer’s credit quality and defines
credit limits by customer. Limits attributed to customers are reviewed during the period
where appropriate. There are two (2023: two) customers who individually represent
more than 10% of net trade receivables. Included in the net trade receivables balance
are debtors with a carrying amount of £3.3m (2023: £3.6m) which are past their due
date at the reporting date for which the Group has not provided as there has not been
a significant change in credit quality and the amounts are still considered recoverable.
The Group does not hold any collateral over these balances. The average age of these
receivables is 93 days (2023: 92 days).
Ageing of past due receivables
2024
£m
2023
£m
60–90 days
1.7
1.8
90–120 days
0.9
1.3
120 days+
0.7
0.5
3.3
3.6
Movement in allowance for doubtful debts
2024
£m
2023
£m
Opening balance
1.0
1.4
Impairment losses recognised
0.8
0.2
Utilisation of provision
(0.2)
(0.6)
Closing balance
1.6
1.0
Ageing of impaired receivables
2024
£m
2023
£m
120+ days
1.6
1.0
1.6
1.0
The carrying amount of trade and other receivables approximates their fair value.
Reach plc Annual Report 2024 147
Notes to the consolidated financial statements continued
IFRS 16 lease liabilities | |||||||
movement | |||||||
31 | |||||||
| 1 January | Cash | Loan | New | Other | December | ||
| 2024 | flow | drawdown | Interest | leases | movements | 2024 | |
£m | £m | £m | £m | £m | £m | £m | |
Liabilities from financing activities | |||||||
Borrowings | (30.0) | – | (5.0) | – | – | – | (35.0) |
Lease liabilities | (33.2) | 7.3 | – | (1.3) | (0.7) | 0.6 | (27.3) |
(63.2) | 7.3 | (5.0) | (1.3) | (0.7) | 0.6 | (62.3) | |
Current assets | |||||||
| Cash and cash | |||||||
equivalents | 19.9 | (4.1) | 5.0 | – | – | – | 20.8 |
| Net cash less lease | |||||||
liabilities | (43.3) | (41.5) | |||||
Net debt | (10.1) | (4.1) | – | – | – | – | (14.2) |
| IFRS 16 lease liabilities | |||||||
| movement | |||||||
| 26 | 31 | ||||||
| December | Cash | Loan | New | Other | December | ||
| 2022 | flow | drawdown | Interest | leases | Movements | 2023 | |
£m | £m | £m | £m | £m | £m | £m | |
Liabilities from financing activities | |||||||
Borrowings | (15.0) | – | (15.0) | – | – | – | (30.0) |
Lease liabilities | (31.7) | 5.9 | – | (1.2) | (6.1) | (0.1) | (33.2) |
(46.7) | 5.9 | (15.0) | (1.2) | (6.1) | (0.1) | (63.2) | |
Current assets | |||||||
| Cash and cash | |||||||
equivalents | 40.4 | (35.5) | 15.0 | – | – | - | 19.9 |
| Net cash less lease | |||||||
liabilities | (6.3) | (43.3) | |||||
Net cash/(debt) | 25.4 | (35.5) | – | – | – | – | (10.1) |
2024 | 2023 | |
£m | £m | |
Opening balance | 11.0 | – |
Classified as held for sale in the year (note 17) | 0.7 | 11.0 |
Disposals | (9.1) | – |
Closing balance | 2.6 | 11.0 |
| 2024 | 2023 | |
Trade and other payables | £m | £m |
Trade payables | (23.7) | (19.5) |
Social security and other taxes | (6.1) | (6.4) |
Accruals | (47.3) | (36.7) |
Deferred income | (4.8) | (10.4) |
Other payables | (23.4) | (24.3) |
(105.3) | (97.3) |
148Reach plc Annual Report 2024
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Reach plc Annual Report 2024 148
Notes to the consolidated financial statements continued
26 Trade and other payables continued
2024 | 2023 | |
£m | £m | |
Current | (105.3) | (96.2) |
Non-current | – | (1.1) |
(105.3) | (97.3) |
Share- | ||||||
| based | Historical | |||||
| payments | Property | Restructuring | legal issues | Other | Total | |
£m | £m | £m | £m | £m | £m | |
At 1 January 2024 | (0.5) | (19.1) | (12.7) | (18.2) | (2.2) | (52.7) |
| Charged to income | ||||||
statement | (0.3) | (1.6) | (8.1) | – | (0.9) | (10.9) |
| Released to income | ||||||
statement | – | 0.3 | 0.1 | – | – | 0.4 |
Utilisation of provision | 0.1 | 2.0 | 16.5 | 9.1 | 0.2 | 27.9 |
At 31 December 2024 | (0.7) | (18.4) | (4.2) | (9.1) | (2.9) | (35.3) |
2024 | 2023 | |
£m | £m | |
Current | (13.8) | (26.1) |
Non-current | (21.5) | (26.6) |
(35.3) | (52.7) |
149Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 148
Notes to the consolidated financial statements continued
26 Trade and other payables continued
The trade and other payables have been analysed between current and non-current
as follows:
2024
£m
2023
£m
Current
(105.3)
(96.2)
Non-current
–
(1.1)
(105.3)
(97.3)
Trade payables principally comprise amounts outstanding for trade purchases and
ongoing costs. The average credit period taken for trade purchases is 36 days (2023: 28
days). For most suppliers no interest is charged on the trade payables for the first 60 days
from the date of the invoice. Thereafter, interest is charged on the outstanding balances
at various interest rates. The Group has financial risk management policies in place to
ensure that all payables are paid within the credit timeframe. The carrying amount of
trade payables approximates to their fair value.
27 Provisions
Share-
based
payments
£m
Property
£m
Restructuring
£m
Historical
legal issues
£m
Other
£m
Total
£m
At 1 January 2024
(0.5)
(19.1)
(12.7)
(18.2)
(2.2)
(52.7)
Charged to income
statement
(0.3)
(1.6)
(8.1)
–
(0.9)
(10.9)
Released to income
statement
–
0.3
0.1
–
–
0.4
Utilisation of provision
0.1
2.0
16.5
9.1
0.2
27.9
At 31 December 2024
(0.7)
(18.4)
(4.2)
(9.1)
(2.9)
(35.3)
The provisions have been analysed between current and non-current as follows:
2024
£m
2023
£m
Current
(13.8)
(26.1)
Non-current
(21.5)
(26.6)
(35.3)
(52.7)
The share-based payments provision relates to National Insurance obligations
attached to the future crystallisation of awards. This provision will be utilised
over the next three years.
The property provision relates to property-related onerous contracts and onerous
committed costs related to vacant properties. The provision will be utilised over the
remaining term of the leases or expected period of vacancy.
The restructuring provision relates to restructuring charges incurred in the delivery of
cost reduction measures. The net charge of £8.0m principally relates to in-year cost
management actions taken in the period (note 8). The restructuring provision is
expected to be utilised within the next year.
The historical legal issues provision relates to the cost associated with resolving civil
claims in relation to historical phone hacking and unlawful information gathering. The
provision consists of known claims and costs. The key uncertainties in relation to this
matter relate to how each claim progresses, the amount of any settlement and the
associated legal costs. Our assumptions have been based on historical trends, our
experience and the expected evolution of claims and costs. The known and common
costs provision is calculated using the most likely outcome method.
At the period end, a provision of £9.1m remains outstanding and this represents the current
best estimate of the amount required to resolve this historical matter. The majority of the
provision is expected to be utilised within the next two years (2023: two years).
Our view on the range of outcomes at the reporting date for the provision, applying
more and less favourable outcomes to all aspects of the provision, is £4m to £16m
(2023: £12m to £22m). Despite making a best estimate, the timing of utilisation and
ongoing legal matters related to provided for claims could mean that the final
outcome is outside of the range of outcomes.
The other provision balance of £2.9m at the period end relates to libel and other
matters, the majority of which is expected to be utilised over the next year.
Reach plc Annual Report 2024 149
Notes to the consolidated financial statements continued
Retirement | |||||||
| Accelerated tax | Other short- | benefit | Share-based | ||||
| depreciation | Tax losses | term timing | Intangibles | obligations | payments | Total | |
£m | £m | £m | £m | £m | £m | £m | |
At 26 December 2022 | (21.9) | – | (2.9) | (204.7) | 37.0 | 0.9 | (191.6) |
Credit/(charge) to consolidated income statement | 1.3 | 3.1 | (1.2) | – | (11.4) | (0.4) | (8.6) |
Credit to other comprehensive income statement | – | – | – | – | 0.1 | – | 0.1 |
At 31 December 2023 | (20.6) | 3.1 | (4.1) | (204.7) | 25.7 | 0.5 | (200.1) |
Credit/(charge) to consolidated income statement | 5.8 | (3.1) | 0.9 | – | (11.6) | 0.3 | (7.7) |
Charge to other comprehensive income statement | – | – | – | – | (2.8) | – | (2.8) |
Credit to statement of changes in equity | – | – | – | – | – | 0.3 | 0.3 |
At 31 December 2024 | (14.8) | – | (3.2) | (204.7) | 11.3 | 1.1 | (210.3) |
Retirement | |||||||
| Accelerated tax | Other short- | benefit | Share-based | ||||
| depreciation | Tax losses | term timing | Intangibles | obligations | payments | Total | |
£m | £m | £m | £m | £m | £m | £m | |
Within one year | (5.8) | – | (1.2) | – | 5.8 | 0.3 | (0.9) |
More than one year | (9.0) | – | (2.0) | (204.7) | 5.5 | 0.8 | (209.4) |
At 31 December 2024 | (14.8) | – | (3.2) | (204.7) | 11.3 | 1.1 | (210.3) |
150Reach plc Annual Report 2024
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Other Information
Strategic Report
Reach plc Annual Report 2024 150
Notes to the consolidated financial statements continued
(Accumulated | ||||||
| Share | Capital | loss)/retained | ||||
| Share | premium | Merger | redemption | earnings and | ||
| capital | account | reserve | reserve | other reserves | Total | |
£m | £m | £m | £m | £m | £m | |
At 26 December 2022 | 32.2 | 605.4 | 17.4 | 4.4 | (21.9) | 637.5 |
Total comprehensive income for the period | – | – | – | – | 21.5 | 21.5 |
Credit to equity for equity-settled share-based payments | – | – | – | – | 1.3 | 1.3 |
Dividends paid | – | – | – | – | (23.1) | (23.1) |
Capital reduction | – | (605.4) | – | – | 605.4 | – |
At 31 December 2023 | 32.2 | – | 17.4 | 4.4 | 583.2 | 637.2 |
Total comprehensive income for the period | – | – | – | – | 62.2 | 62.2 |
Purchase of shares | – | – | – | – | (0.6) | (0.6) |
Credit to equity for equity-settled share-based payments | – | – | – | – | 2.5 | 2.5 |
Tax credit for equity-settled share-based payments | – | – | – | – | 0.5 | 0.5 |
| Dividends paid | – | – | – | – | (23.2) | (23.2) |
At 31 December 2024 | 32.2 | – | 17.4 | 4.4 | 624.6 | 678.6 |
151Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 150
Notes to the consolidated financial statements continued
29 Share capital and reserves
Share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Capital
redemption
reserve
£m
(Accumulated
loss)/retained
earnings and
other reserves
£m
Total
£m
At 26 December 2022
32.2
605.4
17.4
4.4
(21.9)
637.5
Total comprehensive income for the period
–
–
–
–
21.5
21.5
Credit to equity for equity-settled share-based payments
–
–
–
–
1.3
1.3
Dividends paid
–
–
–
–
(23.1)
(23.1)
Capital reduction
–
(605.4)
–
–
605.4
–
At 31 December 2023
32.2
–
17.4
4.4
583.2
637.2
Total comprehensive income for the period
–
–
–
–
62.2
62.2
Purchase of shares
–
–
–
–
(0.6)
(0.6)
Credit to equity for equity-settled share-based payments
–
–
–
–
2.5
2.5
Tax credit for equity-settled share-based payments
–
–
–
–
0.5
0.5
Dividends paid
–
–
–
–
(23.2)
(23.2)
At 31 December 2024
32.2
–
17.4
4.4
624.6
678.6
Reach plc Annual Report 2024 151
Notes to the consolidated financial statements continued
29 Share capital and reserves continued
2024 | 2024 | 2023 | 2023 | |
Number | £m | Number | £m | |
Allotted, called up and fully paid | ||||
ordinary shares of 10 pence each Opening balance and closing balance | 322,085,269 | 32.2 | 322,085,269 | 32.2 |
152Reach plc Annual Report 2024
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Financial Statements
Other Information
Strategic Report
Reach plc Annual Report 2024 152
Notes to the consolidated financial statements continued
30 Share capital continued
31 Share-based payments
The charge related to share-based payments during the period was £2.5m (2023: £1.3m).
Long Term Incentive Plan
Under these schemes, the Remuneration Committee can recommend the grant of
awards of shares to an eligible employee. Full details of how the schemes operate are
explained in the Remuneration Report on pages 90 to 103. The vesting period is three
years and is subject to continued employment of the participant. The Performance
Shares granted in 2023 vest if targets measuring the Company’s share price, ARPU
and RPM are met. The Performance Shares granted in 2024 vest if targets measuring the
Company’s share price, RPM and emissions reductions are met.
| 2024 | 2023 | |
| Number of | Number of | |
| Performance | Performance | |
Shares | Shares | |
Awards outstanding at start of period | 9,047,686 | 8,111,869 |
Granted during the period | 6,061,164 | 4,709,530 |
Dividend accrued granted during the period | 105,886 | 1,775 |
Lapsed during the period | (1,775,070) | (2,699,235) |
Exercised during the period | (1,649,036) | (1,076,253) |
Awards outstanding at end of period | 11,790,630 | 9,047,686 |
During the year, awards relating to 2,112,984 shares were granted to executive directors
on a discretionary basis under the Long Term Incentive Plan (2023: 1,623,678). The exercise
price of each award is £1 for each block of awards granted. The awards vest after three
years, subject to the continued employment of the participant and satisfaction of certain
performance conditions, and are required to be held for a further two years.
During the year, awards relating to 3,948,180 shares were granted to senior managers
on a discretionary basis under the Long Term Incentive Plan (2023: 3,085,852). The
exercise price of each award is £1 for each block of awards granted. The awards
vest after three years, subject to the continued employment of the participant
and satisfaction of certain performance conditions.
The estimated fair values at the date of grant of the shares awarded are as follows:
Awarded in | Awarded in | Awarded in | Awarded in | Awarded in | |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
£ | £ | £ | £ | £ | |
Performance Shares | 4,020,031 | 2,455,648 | 1,919,693 | 2,881,556 | 2,420,546 |
During 2023, awards relating to 394,666 shares were granted to an executive director
under the Long Term Incentive Plan representing a buy-out of awards that were
forfeited on joining the Group. The awards vest in line with the original vesting dates
of the forfeited awards, subject to the continued employment up to the relevant
vesting dates. 61,164 of these shares had a vesting date in 2024 (2023: 95,760 shares).
Save As You Earn Plan
In 2021, awards relating to 1,500,736 shares were granted to employees on a discretionary
basis under the Save As You Earn Plan. The exercise price of each award is 246.0 pence.
The awards vest after three years, subject to the continued employment of the participant.
The estimated fair value of the options was £1,753,760. The share price on the vesting date
in 2024 was 99.7 pence, lower than the exercise price of each award, resulting in all of the
shares granted in 2021 lapsing.
In 2024, awards relating to 2,400,238 shares were granted to employees on a
discretionary basis under the Save As You Earn Plan. The exercise price of each award is
89.0 pence. The awards vest after three years, subject to the continued employment of
the participant. The estimated fair value of the options was £671,587.
153Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Reach plc Annual Report 2024 152
Notes to the consolidated financial statements continued
30 Share capital continued
TIH Employee Benefit Trust
An Employee Benefit Trust administered by the Trustee Zedra Trust Company
(Guernsey) Limited held shares of the Company for subsequent transfer to employees
under a Restricted Share Plan. The TIH Employee Benefit Trust was wound up on 31
August 2023, and the 94,740 shares held in this trust were transferred to the Trinity Mirror
Employees’ Benefit Trust. As a result, at the reporting date, nil shares (2023: nil shares)
were held with a carrying value of nil (2023: nil) and a market value of nil (2023: nil), none
of which (2023: none) had options granted over them under the Restricted Share Plan.
31 Share-based payments
The charge related to share-based payments during the period was £2.5m (2023: £1.3m).
Long Term Incentive Plan
Under these schemes, the Remuneration Committee can recommend the grant of
awards of shares to an eligible employee. Full details of how the schemes operate are
explained in the Remuneration Report on pages 90 to 103. The vesting period is three
years and is subject to continued employment of the participant. The Performance
Shares granted in 2023 vest if targets measuring the Company’s share price, ARPU
and RPM are met. The Performance Shares granted in 2024 vest if targets measuring the
Company’s share price, RPM and emissions reductions are met.
2024
Number of
Performance
Shares
2023
Number of
Performance
Shares
Awards outstanding at start of period
9,047,686
8,111,869
Granted during the period
6,061,164
4,709,530
Dividend accrued granted during the period
105,886
1,775
Lapsed during the period
(1,775,070)
(2,699,235)
Exercised during the period
(1,649,036)
(1,076,253)
Awards outstanding at end of period
11,790,630
9,047,686
During the year, awards relating to 2,112,984 shares were granted to executive directors
on a discretionary basis under the Long Term Incentive Plan (2023: 1,623,678). The exercise
price of each award is £1 for each block of awards granted. The awards vest after three
years, subject to the continued employment of the participant and satisfaction of certain
performance conditions, and are required to be held for a further two years.
During the year, awards relating to 3,948,180 shares were granted to senior managers
on a discretionary basis under the Long Term Incentive Plan (2023: 3,085,852). The
exercise price of each award is £1 for each block of awards granted. The awards
vest after three years, subject to the continued employment of the participant
and satisfaction of certain performance conditions.
The average exercise period of awards outstanding at the reporting date is 9 months
(2023: 12 months). The share price at the date of grant for the Performance Shares was
85.0 pence for 6,032,910 shares and 95.3 pence for 28,254 shares (2023: 75.8 pence for
4,591,398 shares and 82.95 pence for 118,132 shares). The weighted average share price
at the date of lapse for awards lapsed during the period was 81.5 pence (2023: 75.8
pence). The weighted average share price at the date of exercise for awards exercised
during the period was 78.0 pence (2023: 75.6 pence).
The estimated fair values at the date of grant of the shares awarded are as follows:
Awarded in
2024
£
Awarded in
2023
£
Awarded in
2022
£
Awarded in
2021
£
Awarded in
2020
£
Performance Shares
4,020,031
2,455,648
1,919,693
2,881,556
2,420,546
During 2023, awards relating to 394,666 shares were granted to an executive director
under the Long Term Incentive Plan representing a buy-out of awards that were
forfeited on joining the Group. The awards vest in line with the original vesting dates
of the forfeited awards, subject to the continued employment up to the relevant
vesting dates. 61,164 of these shares had a vesting date in 2024 (2023: 95,760 shares).
Save As You Earn Plan
In 2021, awards relating to 1,500,736 shares were granted to employees on a discretionary
basis under the Save As You Earn Plan. The exercise price of each award is 246.0 pence.
The awards vest after three years, subject to the continued employment of the participant.
The estimated fair value of the options was £1,753,760. The share price on the vesting date
in 2024 was 99.7 pence, lower than the exercise price of each award, resulting in all of the
shares granted in 2021 lapsing.
In 2024, awards relating to 2,400,238 shares were granted to employees on a
discretionary basis under the Save As You Earn Plan. The exercise price of each award is
89.0 pence. The awards vest after three years, subject to the continued employment of
the participant. The estimated fair value of the options was £671,587.
Reach plc Annual Report 2024 153
Notes to the consolidated financial statements continued
31 Share-based payments continued
The fair values for the Performance Shares and Save As You Earn Plan were calculated using a stochastic (Monte-Carlo binomial) model at the date of grant. The inputs to the
model for awards from 2021 were as follows:
Save As You | Performance | Performance | Performance | Performance | Performance | Performance | Save As You | Performance | |
| Earn Plan 2024 | Shares 2024 | Shares 2024 | Shares 2023 | Shares 2023 | Shares 2022 | Shares 2022 | Earn Plan 2021 | Shares 2021 | |
| 24 September | 17 October | 8 May | 12 October | 13 April | 12 October | 11 April | 14 July | 11 May | |
| 2024 | 2024 | 2024 | 2023 | 2023 | 2022 | 2022 | 2021 | 2021 | |
Expected volatility (%) | 55.5 | 49.0 | 59.1 | 62.2 | 63.5 | 65.4 | 58.9 | 50.8 | 54.0 |
Expected life (years) | 3.4 | 2.6 | 3.0 | 2.5 | 3.0 | 2.5 | 3.0 | 3.4 | 3.0 |
Risk-free (%) | 3.9 | 3.8 | 4.3 | 4.5 | 3.5 | 4.1 | 1.7 | 0.2 | 0.1 |
Expected volatility has been determined by calculating the historical volatility of the
Company’s share price over the three-year period prior to the grant date. The exercise
price used in the model is nil as the exercise price of the granted awards is £1 for each
block of awards granted.
Restricted Share Plan
During the year, no awards relating to shares were granted to executive directors under
the Restricted Share Plan (2023: no shares).
154Reach plc Annual Report 2024
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Other Information
Strategic Report
Reach plc Annual Report 2024 154
Notes to the consolidated financial statements continued
32 Financial instruments continued
2024 | 2023 | ||
notes | £m | £m | |
Financial assets | |||
Net trade receivables | 23 | 54.1 | 57.8 |
Accrued income | 23 | 14.6 | 13.2 |
Other receivables | 23 | 6.8 | 4.5 |
Cash and cash equivalents | 24 | 20.8 | 19.9 |
Other financial asset | 21 | 1.9 | – |
98.2 | 95.4 | ||
Financial liabilities | |||
Trade payables | 26 | (23.7) | (19.5) |
Accruals | 26 | (47.3) | (36.7) |
Other payables | 26 | (23.4) | (24.3) |
Borrowings | 24 | (35.0) | (30.0) |
Lease liabilities | 19 | (27.3) | (33.2) |
(156.7) | (143.7) |
Liabilities | Assets | |||
2024 | 2023 | 2024 | 2023 | |
£m | £m | £m | £m | |
Euro | (0.7) | – | 3.4 | 1.4 |
US dollar | (1.0) | – | 2.0 | 0.3 |
155Reach plc Annual Report 2024Governance
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Reach plc Annual Report 2024 154
Notes to the consolidated financial statements continued
32 Financial instruments continued
Material accounting policies
Details of the material accounting policies and methods adopted, including the
criteria for recognition, the basis of measurement and the basis on which income
and expenses are recognised, in respect of each class of financial asset, financial
liability and equity instrument, are disclosed in note 3.
Categories of financial instruments
The Group recognises the following financial instruments on its balance sheet which are
held at amortised cost.
notes
2024
£m
2023
£m
Financial assets
Net trade receivables
23
54.1
57.8
Accrued income
23
14.6
13.2
Other receivables
23
6.8
4.5
Cash and cash equivalents
24
20.8
19.9
Other financial asset
21
1.9
–
98.2
95.4
Financial liabilities
Trade payables
26
(23.7)
(19.5)
Accruals
26
(47.3)
(36.7)
Other payables
26
(23.4)
(24.3)
Borrowings
24
(35.0)
(30.0)
Lease liabilities
19
(27.3)
(33.2)
(156.7)
(143.7)
Financial risk management objectives
The Group’s Treasury function provides services to the business, co-ordinates access to
domestic and international financial markets and monitors and manages the financial
risks relating to the operations of the Group through regular meetings with the Chief
Financial Officer and by analysing exposures by degree and magnitude of risk. These
risks include market risk (including currency risk, fair value interest rate risk and price
risk), credit risk, liquidity risk and cash flow interest rate risk.
The Group seeks to minimise the effects of these risks by using derivative financial
instruments where appropriate to hedge these exposures. The use of financial
derivatives is governed by policies approved by the Board, which provide written
principles on foreign exchange risk, interest rate risk, credit risk, the use of financial
derivatives and non-derivative financial instruments and the investment of excess
liquidity. Compliance with policies and exposure limits is reviewed by the internal
auditors on a continuous basis.
The Group does not enter into or trade financial instruments, including derivative
financial instruments, for speculative purposes. The Group did not enter into any
derivative financial instruments in 2024 (2023: none).
The Group’s Treasury function provides regular updates to the Board covering
compliance with covenants and other Treasury-related matters.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign
currency exchange rates and interest rates.
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. Hence,
exposures to exchange rate fluctuations arise. Exchange rate exposures are managed
within approved policy parameters utilising forward exchange contracts where
appropriate.
The carrying amounts of the Group’s foreign currency-denominated monetary assets
and monetary liabilities at the reporting date are as follows:
Liabilities
Assets
2024
£m
2023
£m
2024
£m
2023
£m
Euro
(0.7)
–
3.4
1.4
US dollar
(1.0)
–
2.0
0.3
Reach plc Annual Report 2024 155
Notes to the consolidated financial statements continued
32 Financial instruments continued
156Reach plc Annual Report 2024
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Other Information
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Reach plc Annual Report 2024 156
Notes to the consolidated financial statements continued
32 Financial instruments continued
Credit risk management continued
Between | Greater | |||
| Less than | one and | than five | ||
| one year | five years | years | Total | |
2024 non-derivative financial liabilities | £m | £m | £m | £m |
Trade payables | (23.7) | – | – | (23.7) |
Accruals | (47.3) | – | – | (47.3) |
Other payables | (23.4) | – | – | (23.4) |
Borrowings | (35.0) | – | – | (35.0) |
Lease liabilities | (5.4) | (16.9) | (9.5) | (31.8) |
Total cash flows | (134.8) | (16.9) | (9.5) | (161.2) |
Between | Greater | |||
| Less than | one and | than five | ||
| one year | five years | years | Total | |
2023 non-derivative financial liabilities | £m | £m | £m | £m |
Trade payables | (19.5) | – | – | (19.5) |
Accruals | (36.7) | – | – | (36.7) |
Other payables | (24.3) | – | – | (24.3) |
Borrowings | (30.0) | – | – | (30.0) |
Lease liabilities | (5.7) | (20.9) | (12.1) | (38.7) |
Total cash flows | (116.2) | (20.9) | (12.1) | (149.2) |
157Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 156
Notes to the consolidated financial statements continued
32 Financial instruments continued
Credit risk management continued
The Group defines counterparties as having similar characteristics if they are
connected entities. Concentration of credit risk with a single counterparty is limited by
reference to the long-term credit ratings assigned for that counterparty by Standard &
Poor’s. The credit risk on liquid funds is limited because the counterparties are banks
with high credit ratings assigned by international credit rating agencies.
The Group’s cash and cash equivalents of £20.8m (2023: £19.9m) is held with
counterparties with a minimum Standard & Poor’s credit-rating of A. The Group
monitors the exposure and credit rating of its counterparties on a regular basis.
The carrying amount of financial assets recorded in the financial statements, which
is net of impairment losses, represents the Group’s maximum exposure to credit risk.
Liquidity risk management
Liquidity risk results from having insufficient financial resources to meet day-to-day
fluctuations in working capital and cash flow. Ultimate responsibility for liquidity risk
management rests with the Board. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows and by matching the maturity profiles of
financial assets and liabilities.
Liquidity risk
At the reporting date the Group has a £35.0m (2023: £30.0m) sterling variable interest
rate bank drawing and has access to financial facilities of which the total unused
amount is £110.0m (2023: £90.0m). The Group has a £145.0m non-amortising revolving
credit facility which expires on 12 December 2028.
The Group expects to meet its obligations from cash held on deposit, operating cash
flows and its committed financing facilities.
The table below shows the maturity analysis of the undiscounted remaining contractual
cash flows of the Group’s financial liabilities:
2024 non-derivative financial liabilities
Less than
one year
£m
Between
one and
five years
£m
Greater
than five
years
£m
Total
£m
Trade payables
(23.7)
–
–
(23.7)
Accruals
(47.3)
–
–
(47.3)
Other payables
(23.4)
–
–
(23.4)
Borrowings
(35.0)
–
–
(35.0)
Lease liabilities
(5.4)
(16.9)
(9.5)
(31.8)
Total cash flows
(134.8)
(16.9)
(9.5)
(161.2)
2023 non-derivative financial liabilities
Less than
one year
£m
Between
one and
five years
£m
Greater
than five
years
£m
Total
£m
Trade payables
(19.5)
–
–
(19.5)
Accruals
(36.7)
–
–
(36.7)
Other payables
(24.3)
–
–
(24.3)
Borrowings
(30.0)
–
–
(30.0)
Lease liabilities
(5.7)
(20.9)
(12.1)
(38.7)
Total cash flows
(116.2)
(20.9)
(12.1)
(149.2)
Reach plc Annual Report 2024 157
Notes to the consolidated financial statements continued
2024 | 2023 | |
£m | £m | |
Short-term employee benefits | 2.0 | 1.6 |
Post-employment benefits | 0.1 | 0.1 |
Share-based payment | 0.8 | 0.6 |
2.9 | 2.3 |
34 Reconciliation of statutory to adjusted results
Operating | Pension | ||||
| adjusted | finance | Adjusted | |||
| Statutory | items | charge | interest | Adjusted | |
| results | (a) | (b) | (c) | results | |
Year ended 31 December 2024 | £m | £m | £m | £m | £m |
Revenue | 538.6 | – | – | – | 538.6 |
Operating profit | 74.2 | 28.1 | – | – | 102.3 |
Profit before tax | 62.8 | 28.1 | 3.4 | 2.9 | 97.2 |
Profit after tax | 53.6 | 21.4 | 2.5 | 2.2 | 79.7 |
Basic earnings per | |||||
share (p) | 17.0 | 6.8 | 0.8 | 0.7 | 25.3 |
| Operating | Pension | |||
| adjusted | finance | |||
| Statutory | items | charge | Adjusted | |
| results | (a) | (b) | results | |
53 weeks ended 31 December 2023 | £m | £m | £m | £m |
Revenue | 568.6 | – | – | 568.6 |
Operating profit | 46.1 | 50.4 | – | 96.5 |
Profit before tax | 36.7 | 50.4 | 5.9 | 93.0 |
Profit after tax | 21.5 | 42.4 | 4.5 | 68.4 |
Basic earnings per share (p) | 6.8 | 13.6 | 1.4 | 21.8 |
(a) Operating adjusted items relate to the items charged or credited to operating
profit as set out in note 8.
(b) Pension finance charge relates to the defined benefit pension schemes as set
out in note 21.
(c) Adjusted interest relates to other interest costs as set out in note 11.
Set out in note 3 is the rationale for the alternative performance measures adopted
by the Group. The reconciliations in this note highlight the impact on the respective
components of the income statement.
Items are adjusted on the basis that they distort the underlying performance of the
business where they relate to material items that can recur (including impairment,
restructuring, tax rate changes and profit or loss on the sale of freehold buildings) or
relate to historical liabilities (including historical legal and contractual issues, defined
benefit pension schemes which are all closed to future accrual). Other items may be
included in adjusted items if they are not expected to recur in future years, such as
property rationalisation and items such as transaction and restructuring costs incurred
on acquisitions or the profit or loss on the sale of subsidiaries or associates.
158Reach plc Annual Report 2024
Governance
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Other Information
Strategic Report
Reach plc Annual Report 2024 158
Notes to the consolidated financial statements continued
34 Reconciliation of statutory to adjusted results continued
Impairments to non-current assets arise following impairment reviews or where a
decision is made to close or retire printing assets. These non-cash items are included
in adjusted items on the basis that they are material and vary considerably each year,
distorting the underlying performance of the business.
The opening deferred tax position is recalculated in the period in which a change in
the standard rate of corporation tax has been enacted or substantively enacted by
parliament. The impacts of the change in rates are included in adjusted items on the
basis that when they occur they are material, distorting the underlying performance
of the business.
Provision for historical legal issues relates to the cost associated with dealing with and
resolving civil claims for historical phone hacking and unlawful information gathering.
This is included in adjusted items as the amounts are material, it relates to historical
matters and movements in the provision can vary year to year.
The Group’s defined benefit pension schemes are all closed to new members and
to future accrual and are therefore not related to the current business. The pension
administration expenses and the pension finance charge are included in adjusted items
as the amounts are significant and they relate to the historical pension commitment.
Also included in adjusted items in 2024 are vacant freehold property-related costs
(£1.5m), onerous lease and related costs (£2.8m), impairment of vacant freehold
property (£0.1m), the Group’s legal fees in respect of historical legal issues (£1.0m),
adviser costs in relation to the defined benefit pension schemes (£6.1m), internal
pension administrative expenses (£0.5m), corporate simplification costs (£0.5m), and
other restructuring-related project costs (£2.1m) less the profit on sale of assets (£5.5m).
These are included in adjusted items as they relate to historical liabilities or are one-off
items not expected to recur.
Also included in adjusted items in 2023 were the impairment of finance lease receivable
of £10.8m and recognition of onerous costs of £8.6m of a vacant print site where the
sub-lessee entered into administration during 2023. Other adjusted items comprised
impairment of vacant freehold property (£4.3m), vacant freehold property-related
costs (£1.4m), onerous lease and related costs (£2.6m), the Group’s legal fees in respect
of historical legal issues (£5.3m), adviser costs in relation to the defined benefit pension
schemes (£2.5m), internal pension administrative expenses (£0.6m), corporate
simplification costs (£0.5m), and other restructuring-related project costs (£0.7m) less a
reduction in National Insurance costs relating to share awards (£0.3m) and the profit on
sale of impaired assets (£0.3m). These were included in adjusted items as they related
to historical liabilities or are one-off items not expected to recur.
35 Adjusted cash flow
2024 | 2023 | |
£m | £m | |
Adjusted operating profit | 102.3 | 96.5 |
Depreciation and amortisation | 19.6 | 21.6 |
Adjusted EBITDA | 121.9 | 118.1 |
Working capital movements | 4.4 | (3.9) |
Net capital expenditure | (11.8) | (15.4) |
Net interest paid on leases | (1.3) | (0.8) |
Finance lease receipts | – | 0.2 |
Repayment of obligation under leases | (6.0) | (4.7) |
Other | 2.9 | 1.3 |
Associates | (2.8) | (2.9) |
Adjusted operating cash flow | 107.3 | 91.9 |
Interest and charges payments and receipts | (3.7) | (2.5) |
Income tax paid | (2.4) | (0.5) |
Restructuring payments | (16.5) | (18.8) |
Historical legal issues payments | (9.1) | (4.6) |
Dividends paid | (23.2) | (23.1) |
Purchase of own shares | (0.6) | – |
Pension funding payments | (59.2) | (60.0) |
Pension payments into escrow | (1.9) | – |
Dividends received from associated undertakings | 1.9 | 1.9 |
Legal fee payments in respect of historical legal issues | (0.8) | (5.3) |
Adviser cost payments in relation to defined benefit schemes | (3.4) | (2.5) |
Proceeds from disposal of property | 14.6 | – |
Other adjusted items payments | (7.1) | (5.0) |
Net cash flow before acquisitions | (4.1) | (28.5) |
Bank facility drawdown | 5.0 | 15.0 |
Acquisition-related cash flows | – | (7.0) |
Net increase/(decrease) in cash and cash equivalents | 0.9 | (20.5) |
159Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 158
Notes to the consolidated financial statements continued
34 Reconciliation of statutory to adjusted results continued
Impairments to non-current assets arise following impairment reviews or where a
decision is made to close or retire printing assets. These non-cash items are included
in adjusted items on the basis that they are material and vary considerably each year,
distorting the underlying performance of the business.
The opening deferred tax position is recalculated in the period in which a change in
the standard rate of corporation tax has been enacted or substantively enacted by
parliament. The impacts of the change in rates are included in adjusted items on the
basis that when they occur they are material, distorting the underlying performance
of the business.
Provision for historical legal issues relates to the cost associated with dealing with and
resolving civil claims for historical phone hacking and unlawful information gathering.
This is included in adjusted items as the amounts are material, it relates to historical
matters and movements in the provision can vary year to year.
The Group’s defined benefit pension schemes are all closed to new members and
to future accrual and are therefore not related to the current business. The pension
administration expenses and the pension finance charge are included in adjusted items
as the amounts are significant and they relate to the historical pension commitment.
Also included in adjusted items in 2024 are vacant freehold property-related costs
(£1.5m), onerous lease and related costs (£2.8m), impairment of vacant freehold
property (£0.1m), the Group’s legal fees in respect of historical legal issues (£1.0m),
adviser costs in relation to the defined benefit pension schemes (£6.1m), internal
pension administrative expenses (£0.5m), corporate simplification costs (£0.5m), and
other restructuring-related project costs (£2.1m) less the profit on sale of assets (£5.5m).
These are included in adjusted items as they relate to historical liabilities or are one-off
items not expected to recur.
Also included in adjusted items in 2023 were the impairment of finance lease receivable
of £10.8m and recognition of onerous costs of £8.6m of a vacant print site where the
sub-lessee entered into administration during 2023. Other adjusted items comprised
impairment of vacant freehold property (£4.3m), vacant freehold property-related
costs (£1.4m), onerous lease and related costs (£2.6m), the Group’s legal fees in respect
of historical legal issues (£5.3m), adviser costs in relation to the defined benefit pension
schemes (£2.5m), internal pension administrative expenses (£0.6m), corporate
simplification costs (£0.5m), and other restructuring-related project costs (£0.7m) less a
reduction in National Insurance costs relating to share awards (£0.3m) and the profit on
sale of impaired assets (£0.3m). These were included in adjusted items as they related
to historical liabilities or are one-off items not expected to recur.
35 Adjusted cash flow
2024
£m
2023
£m
Adjusted operating profit
102.3
96.5
Depreciation and amortisation
19.6
21.6
Adjusted EBITDA
121.9
118.1
Working capital movements
4.4
(3.9)
Net capital expenditure
(11.8)
(15.4)
Net interest paid on leases
(1.3)
(0.8)
Finance lease receipts
–
0.2
Repayment of obligation under leases
(6.0)
(4.7)
Other
2.9
1.3
Associates
(2.8)
(2.9)
Adjusted operating cash flow
107.3
91.9
Interest and charges payments and receipts
(3.7)
(2.5)
Income tax paid
(2.4)
(0.5)
Restructuring payments
(16.5)
(18.8)
Historical legal issues payments
(9.1)
(4.6)
Dividends paid
(23.2)
(23.1)
Purchase of own shares
(0.6)
–
Pension funding payments
(59.2)
(60.0)
Pension payments into escrow
(1.9)
–
Dividends received from associated undertakings
1.9
1.9
Legal fee payments in respect of historical legal issues
(0.8)
(5.3)
Adviser cost payments in relation to defined benefit schemes
(3.4)
(2.5)
Proceeds from disposal of property
14.6
–
Other adjusted items payments
(7.1)
(5.0)
Net cash flow before acquisitions
(4.1)
(28.5)
Bank facility drawdown
5.0
15.0
Acquisition-related cash flows
–
(7.0)
Net increase/(decrease) in cash and cash equivalents
0.9
(20.5)
Reach plc Annual Report 2024 159
Notes to the consolidated financial statements continued
36 Reconciliation of statutory to adjusted cash flow
Statutory | Adjusted | |||
| 2024 | (a) | (b) | 2024 | |
Year ended 31 December 2024 | £m | £m | £m | £m |
Cash flows from operating activities | ||||
Cash generated from operations | 89.5 | (19.1) | 36.9 | 107.3 |
Pension deficit funding payments | (59.2) | – | – | (59.2) |
Pension payments into escrow | (1.9) | – | – | (1.9) |
– | – | (16.5) | (16.5) | |
– | – | (9.1) | (9.1) | |
– | – | (0.8) | (0.8) | |
– | – | (3.4) | (3.4) | |
– | – | (7.1) | (7.1) | |
Income tax paid | (2.4) | – | – | (2.4) |
Net cash inflow from operating activities | 26.0 | |||
Investing activities | ||||
Interest received | 0.2 | – | – | 0.2 |
Dividends received from associated undertakings | 1.9 | – | – | 1.9 |
Proceeds on disposal of property, plant and equipment | 14.6 | – | – | 14.6 |
Purchases of property, plant and equipment | (1.3) | 1.3 | – | – |
Expenditure on capitalised internally generated development | (10.5) | 10.5 | – | – |
Net cash generated from investing activities | 4.9 | |||
Financing activities | ||||
Interest and charges paid on borrowings | (3.9) | – | – | (3.9) |
Dividends paid | (23.2) | – | – | (23.2) |
Interest paid on leases | (1.3) | 1.3 | – | – |
Repayment of obligations under leases | (6.0) | 6.0 | – | – |
Purchase of own shares | (0.6) | – | – | (0.6) |
Drawdown of borrowings | 5.0 | – | – | 5.0 |
Net cash used in financing activities | (30.0) | |||
Net increase in cash and cash equivalents | 0.9 | – | – | 0.9 |
Adjusted operating cash flow
Pension funding payments
Pension payments into escrow
Restructuring payments
Historical legal issues payments
Legal fee payments in respect of historical legal issues
Adviser cost payments in relation to defined benefit schemes
Other adjusted items payments
Income tax paid
Interest and charges payments and receipts
Dividends received from associated undertakings
Proceeds from disposal of property
Net capital expenditure
Net capital expenditure
Interest and charges payments and receipts
Dividends paid
Net interest paid on leases
Repayment of obligation under leases
Purchase of own shares
Bank facility drawdown
(a) Items included in the statutory cash flow on separate lines which for the adjusted cash flow are included in adjusted operating cash flow.
(b) Payments in respect of adjusted items are shown separately in the adjusted cash flow.
160Reach plc Annual Report 2024
Governance
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Other Information
Strategic Report
Reach plc Annual Report 2024 160
Notes to the consolidated financial statements continued
36 Reconciliation of statutory to adjusted cash flow continued
Statutory | Adjusted | |||
| 2023 | (a) | (b) | 2023 | |
53 weeks ended 31 December 2023 | £m | £m | £m | £m |
Cash flows from operating activities | ||||
Cash generated from operations | 76.4 | (20.7) | 36.2 | 91.9 |
Pension deficit funding payments | (60.0) | – | – | (60.0) |
– | – | (18.8) | (18.8) | |
– | – | (4.6) | (4.6) | |
– | – | (5.3) | (5.3) | |
– | – | (2.5) | (2.5) | |
– | – | (5.0) | (5.0) | |
Income tax paid | (0.5) | – | – | (0.5) |
Net cash inflow from operating activities | 15.9 | |||
Investing activities | ||||
Interest received | 0.6 | – | – | 0.6 |
Dividends received from associated undertakings | 1.9 | – | – | 1.9 |
Proceeds on disposal of property, plant and equipment | 0.9 | (0.9) | – | – |
Purchases of property, plant and equipment | (3.5) | 3.5 | – | – |
Expenditure on capitalised internally generated development | (12.8) | 12.8 | – | – |
Interest received on leases | 0.4 | (0.4) | – | – |
Finance lease receipts | 0.2 | (0.2) | – | – |
Deferred consideration payment | (7.0) | – | – | (7.0) |
Net cash used in investing activities | (19.3) | |||
Financing activities | ||||
Interest and charges paid on borrowings | (3.1) | – | – | (3.1) |
Dividends paid | (23.1) | – | – | (23.1) |
Interest paid on leases | (1.2) | 1.2 | – | – |
Repayment of obligations under leases | (4.7) | 4.7 | – | – |
Drawdown of borrowings | 15.0 | – | – | 15.0 |
Net cash used in financing activities | (17.1) | |||
Net decrease in cash and cash equivalents | (20.5) | – | – | (20.5) |
Adjusted operating cash flow
Pension funding payments
Restructuring payments
Historical legal issues payments
Legal fee payments in respect of historical legal issues
Adviser cost payments in relation to defined benefit schemes
Other adjusted items payments
Income tax paid
Interest and charges payments and receipts
Dividends received from associated undertakings
Net capital expenditure
Net capital expenditure
Net capital expenditure
Net interest paid on leases
Finance lease receipts
Acquisition-related cash flow
Interest and charges payments and receipts
Dividends paid
Net interest paid on leases
Repayment of obligation under leases
Bank facility drawdown
(a) Items included in the statutory cash flow on separate lines which for the adjusted cash flow are included in adjusted operating cash flow.
(b) Payments in respect of adjusted items are shown separately in the adjusted cash flow.
161Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Reach plc Annual Report 2024 160
Notes to the consolidated financial statements continued
36 Reconciliation of statutory to adjusted cash flow continued
53 weeks ended 31 December 2023
Statutory
2023
£m
(a)
£m
(b)
£m
Adjusted
2023
£m
Cash flows from operating activities
Cash generated from operations
76.4
(20.7)
36.2
91.9
Adjusted operating cash flow
Pension deficit funding payments
(60.0)
–
–
(60.0)
Pension funding payments
–
–
(18.8)
(18.8)
Restructuring payments
–
–
(4.6)
(4.6)
Historical legal issues payments
–
–
(5.3)
(5.3)
Legal fee payments in respect of historical legal issues
–
–
(2.5)
(2.5)
Adviser cost payments in relation to defined benefit schemes
–
–
(5.0)
(5.0)
Other adjusted items payments
Income tax paid
(0.5)
–
–
(0.5)
Income tax paid
Net cash inflow from operating activities
15.9
Investing activities
Interest received
0.6
–
–
0.6
Interest and charges payments and receipts
Dividends received from associated undertakings
1.9
–
–
1.9
Dividends received from associated undertakings
Proceeds on disposal of property, plant and equipment
0.9
(0.9)
–
–
Net capital expenditure
Purchases of property, plant and equipment
(3.5)
3.5
–
–
Net capital expenditure
Expenditure on capitalised internally generated development
(12.8)
12.8
–
–
Net capital expenditure
Interest received on leases
0.4
(0.4)
–
–
Net interest paid on leases
Finance lease receipts
0.2
(0.2)
–
–
Finance lease receipts
Deferred consideration payment
(7.0)
–
–
(7.0)
Acquisition-related cash flow
Net cash used in investing activities
(19.3)
Financing activities
Interest and charges paid on borrowings
(3.1)
–
–
(3.1)
Interest and charges payments and receipts
Dividends paid
(23.1)
–
–
(23.1)
Dividends paid
Interest paid on leases
(1.2)
1.2
–
–
Net interest paid on leases
Repayment of obligations under leases
(4.7)
4.7
–
–
Repayment of obligation under leases
Drawdown of borrowings
15.0
–
–
15.0
Bank facility drawdown
Net cash used in financing activities
(17.1)
Net decrease in cash and cash equivalents
(20.5)
–
–
(20.5)
(a) Items included in the statutory cash flow on separate lines which for the adjusted cash flow are included in adjusted operating cash flow.
(b) Payments in respect of adjusted items are shown separately in the adjusted cash flow.
Reach plc Annual Report 2024 161
Notes to the consolidated financial statements continued
37 Reconciliation of statutory to like-for-like revenue
Statutory and | Like-for-like | |||
| like-for-like | Statutory | 2023 | ||
| 2024 | 2023 | (a) | £m | |
2024 v 2023 | £m | £m | £m | |
Print | 406.7 | 438.8 | (5.9) | 432.9 |
Circulation | 298.5 | 312.5 | (4.7) | 307.8 |
Advertising | 65.4 | 76.6 | (1.0) | 75.6 |
Printing | 17.3 | 20.2 | (0.2) | 20.0 |
Other | 25.5 | 29.5 | – | 29.5 |
Digital | 130.0 | 127.4 | (0.3) | 127.1 |
Other | 1.9 | 2.4 | – | 2.4 |
Total revenue | 538.6 | 568.6 | (6.2) | 562.4 |
(a) Exclusion of week 53.
39 Subsidiaries exempt from audit
The following UK subsidiaries have taken advantage of the audit exemption set out
within Section 479A of the Companies Act 2006 for the year ending 31 December 2024:
Company number | Company name |
1904765 | Reach Work Limited |
1131297 | The Adscene Group Limited |
2191577 | AMRA Limited |
47310 | The Hinckley Times Limited |
46946 | Media Wales Limited |
204478 | NCJ Media Limited |
1958646 | North Wales Independent Press Limited |
01633971 | Reach Magazines Publishing Limited |
211184 | Reach Printing Services (Midlands) Limited |
1985909 | Reach Southern Media Limited |
4089434 | Trinity Mirror Digital Limited |
No dormant subsidiaries have taken the exemption from preparing individual financial
statements by virtue of Section 394A of the Companies Act 2006.
No dormant subsidiaries have taken the exemption from filing with the registrar
individual financial statements by virtue of Section 448A of the Companies Act 2006.
162Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Reach plc Annual Report 2023 162
Parent company balance sheet
at 31 December 2024 (at 31 December 2023) Company registration number 82548
notes
2024
£m
2023
£m
Non-current assets
Investments
4
543.1
541.1
Right-of-use assets
5
3.5
4.4
Deferred tax assets
6
–
0.1
546.6
545.6
Current assets
Debtors: amounts falling due within one year
7
17.5
39.2
Cash at bank and in hand
12.9
15.3
30.4
54.5
Creditors: amounts falling due within one year
Lease liabilities
8
(1.8)
(2.3)
Borrowings
9
(35.0)
(30.0)
Other creditors
10
(1.4)
(0.7)
(38.2)
(33.0)
Net current (liabilities)/assets
(7.8)
21.5
Total assets less current liabilities
538.8
567.1
Creditors: amounts falling due after more than
one year
Lease liabilities
8
(6.3)
(8.5)
(6.3)
(8.5)
Net assets
532.5
558.6
notes
2024
£m
2023
£m
Equity capital and reserves
Called up share capital
11
32.2
32.2
Capital redemption reserve
12
4.4
4.4
Retained earnings
12
495.9
522.0
Total shareholders’ funds
532.5
558.6
The Company reported a loss for the period of £4.8 m (2023: loss of £173.4 m). As permitted
by section 408 of the Companies Act 2006, the Company has elected not to present its
own income statement for the period.
These parent company financial statements on pages 162 to 177 were approved by the
Board of directors and authorised for issue on 4 March 2025.
They were signed on its behalf by:
Jim Mullen
Darren Fisher
Chief Executive Officer
Chief Financial Officer
163Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Reach plc Annual Report 2023 162
Parent company balance sheet
at 31 December 2024 (at 31 December 2023) Company registration number 82548
notes
2024
£m
2023
£m
Non-current assets
Investments
4
543.1
541.1
Right-of-use assets
5
3.5
4.4
Deferred tax assets
6
–
0.1
546.6
545.6
Current assets
Debtors: amounts falling due within one year
7
17.5
39.2
Cash at bank and in hand
12.9
15.3
30.4
54.5
Creditors: amounts falling due within one year
Lease liabilities
8
(1.8)
(2.3)
Borrowings
9
(35.0)
(30.0)
Other creditors
10
(1.4)
(0.7)
(38.2)
(33.0)
Net current (liabilities)/assets
(7.8)
21.5
Total assets less current liabilities
538.8
567.1
Creditors: amounts falling due after more than
one year
Lease liabilities
8
(6.3)
(8.5)
(6.3)
(8.5)
Net assets
532.5
558.6
notes
2024
£m
2023
£m
Equity capital and reserves
Called up share capital
11
32.2
32.2
Capital redemption reserve
12
4.4
4.4
Retained earnings
12
495.9
522.0
Total shareholders’ funds
532.5
558.6
The Company reported a loss for the period of £4.8m (2023: loss of £173.4m). As permitted
by section 408 of the Companies Act 2006, the Company has elected not to present its
own income statement for the period.
These parent company financial statements on pages 162 to 177 were approved by the
Board of directors and authorised for issue on 4 March 2025.
They were signed on its behalf by:
Jim Mullen
Darren Fisher
Chief Executive Officer
Chief Financial Officer
Reach plc Annual Report 2023 163
Parent company statement of changes in equity
for the year ended 31 December 2024 (53 weeks ended 31 December 2023)
Called up
share capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Total
£m
At 26 December 2022
32.2
605.4
4.4
111.8
753.8
Loss for the period
–
–
–
(173.4)
(173.4)
Credit to equity for equity-settled share-based payments
–
–
–
1.3
1.3
Dividends paid
–
–
–
(23.1)
(23.1)
Capital reduction
–
(605.4)
–
605.4
–
At 31 December 2023
32.2
–
4.4
522.0
558.6
Loss for the period
–
–
–
(4.8)
(4.8)
Purchase of shares
–
–
–
(0.6)
(0.6)
Credit to equity for equity-settled share-based payments
–
–
–
2.5
2.5
Dividends paid
–
–
–
(23.2)
(23.2)
At 31 December 2024
32.2
–
4.4
495.9
532.5
164Reach plc Annual Report 2024
Governance
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Other Information
Strategic Report
Reach plc Annual Report 2023 164
Notes to the parent company financial statements
1 Basis of preparation
The financial statements of Reach plc have been prepared in accordance with Financial
Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements
have been prepared under the historical cost convention and in accordance with the
Companies Act 2006 as applicable to companies using FRS 101. The preparation of
financial statements in conformity with FRS 101 requires the use of certain key accounting
estimates. It also requires management to exercise its judgement in the process of
applying the Company’s accounting policies.
These parent company financial statements have been prepared on a going concern
basis as set out in note 3 in the notes to the consolidated financial statements.
The presentational and functional currency of the Company is sterling.
These parent company financial statements have been prepared for the year ended
31 December 2024 and the comparative period has been prepared for the 53 weeks
ended 31 December 2023.
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to financial instruments,
presentation of a cash flow statement, related party transactions, and share-based
payments. Where required, equivalent disclosures are given in the consolidated
financial statements.
Reach plc is the parent company of Reach (the Group) and its principal activity is to act
as the ultimate holding company of the Group.
Loss for the financial period
The Company reported a loss for the period of £4.8m (2023: loss of £173.4m). At the
reporting date an impairment review was undertaken which indicated that no
impairment (2023: impairment charge of £167.8m) in the investments held by the
Company was required (note 4). The audit fees relating to the Company are disclosed
in note 6 in the notes to the consolidated financial statements and are borne by
another Group company. Fees payable to PricewaterhouseCoopers LLP for non-audit
services to the Company are not required to be disclosed because the consolidated
financial statements are required to disclose such fees on a consolidated basis.
Impact of amendments to accounting standards
The accounting policies used in the preparation of the parent company financial
statements have been consistently applied to all the periods presented.
165Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Reach plc Annual Report 2023 164
Notes to the parent company financial statements
1 Basis of preparation
The financial statements of Reach plc have been prepared in accordance with Financial
Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements
have been prepared under the historical cost convention and in accordance with the
Companies Act 2006 as applicable to companies using FRS 101. The preparation of
financial statements in conformity with FRS 101 requires the use of certain key accounting
estimates. It also requires management to exercise its judgement in the process of
applying the Company’s accounting policies.
These parent company financial statements have been prepared on a going concern
basis as set out in note 3 in the notes to the consolidated financial statements.
The presentational and functional currency of the Company is sterling.
These parent company financial statements have been prepared for the year ended
31 December 2024 and the comparative period has been prepared for the 53 weeks
ended 31 December 2023.
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to financial instruments,
presentation of a cash flow statement, related party transactions, and share-based
payments. Where required, equivalent disclosures are given in the consolidated
financial statements.
Reach plc is the parent company of Reach (the Group) and its principal activity is to act
as the ultimate holding company of the Group.
Loss for the financial period
The Company reported a loss for the period of £4.8m (2023: loss of £173.4m). At the
reporting date an impairment review was undertaken which indicated that no
impairment (2023: impairment charge of £167.8m) in the investments held by the
Company was required (note 4). The audit fees relating to the Company are disclosed
in note 6 in the notes to the consolidated financial statements and are borne by
another Group company. Fees payable to PricewaterhouseCoopers LLP for non-audit
services to the Company are not required to be disclosed because the consolidated
financial statements are required to disclose such fees on a consolidated basis.
Impact of amendments to accounting standards
The accounting policies used in the preparation of the parent company financial
statements have been consistently applied to all the periods presented.
Reach plc Annual Report 2023 165
Notes to the parent company financial statements continued
1 Basis of preparation continued
Impact of amendments to accounting standards continued
The following new standards and interpretations are effective for the year ended
31 December 2024 but have not had a material impact on the Company:
• IFRS 17 Insurance Contracts;
• Definition of Accounting Estimates – Amendments to IAS 8;
• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12;
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction
– Amendments to IAS 12;
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice
Statement 2;
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-current;
• Amendments to IAS 1 – Non-current Liabilities with Covenants;
• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases; and
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures – Supplier Finance Arrangements.
No standards and interpretations have been early adopted.
The Company has applied the exemption available under FRS 101 in relation to
paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates
and Errors’ (requirement for the disclosure of information when an entity has not
applied a new IFRS that has been issued and is not yet effective).
2 Material accounting policies
The principal accounting policies adopted in preparation of these parent company
financial statements are set out below:
Fixed asset investments
Fixed asset investments are stated at cost, less provision for any impairment. An
impairment review is undertaken at each reporting date or more frequently when
there is an indication that the recoverable amount is less than the carrying amount.
Recoverable amount is the higher of fair value less costs to sell and value-in-use. In
assessing value-in-use the estimated future cash flows of the cash-generating units
relating to the investment are discounted to their present value using a post-tax
discount rate that reflects current market assessments of the time value of money
and risks specific to the asset for which estimates of future cash flows have not been
adjusted. Use of a post-tax discount rate to discount the future post-tax cash flows is
materially equivalent to using a pre-tax discount rate to discount the future pre-tax
cash flows. The impairment conclusion remains the same on a pre- or post-tax basis.
If the recoverable amount of the cash-generating unit relating to the investment is
estimated to be less than its carrying amount, the carrying value of the investment is
reduced to its recoverable amount. An impairment loss is recognised in the income
statement in the period in which it occurs and may be reversed in subsequent periods.
Foreign currency
Transactions denominated in foreign currencies are translated at the rates of exchange
prevailing on the date of the transactions. At each reporting date, items denominated
in foreign currencies are retranslated at the rates prevailing on the reporting date.
Exchange differences arising on settlement and on retranslation are included in the
income statement for the period.
Tax
The tax expense represents the sum of the corporation tax currently payable and
deferred tax.
The corporation tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit before tax as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Company’s liability for
tax is calculated using tax rates that have been enacted or substantively enacted by
the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between
the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit and is accounted for
using the balance sheet liability method. Deferred tax is calculated at the tax rates that
are expected to apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement except when it relates to
items charged or credited in the statement of comprehensive income or items charged
or credited directly to equity, in which case the deferred tax is also dealt with in the
statement of comprehensive income and equity respectively.
Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries and associates, except where the Company is able to
control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Financial instruments
Financial assets and financial liabilities are recognised in the parent company balance sheet
when the Company becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets are measured at amortised cost. The principal financial asset is
intercompany receivables which are unsecured and repayable on demand. The
measurement of expected credit losses is a function of the probability of default,
loss given default (i.e. the magnitude of the loss if there is a default) and the exposure
at default.
166Reach plc Annual Report 2024
Governance
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Other Information
Strategic Report
Reach plc Annual Report 2023 166
Notes to the parent company financial statements continued
2 Material accounting policies continued
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and short-term bank deposits with
an original maturity of one week or less.
Share-based payments
The Company issues equity-settled benefits to certain employees. These equity-settled
share-based payments are measured at fair value at the date of grant taking advice from
third-party experts. The fair value determined 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 and be adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of a stochastic (Monte-Carlo binomial) model. The
expected life used in the model has been adjusted, based on the directors’ best estimates,
for the effects of non-transferability, exercise restrictions and behavioural considerations.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction from the proceeds,
net of tax.
Where the Company’s own shares are purchased, the consideration paid including any
directly attributable incremental costs, net of income taxes, is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled, reissued or
disposed of. Where such shares are cancelled, the nominal value of shares cancelled is
shown in the capital redemption reserve. Where such shares are subsequently reissued
or disposed of, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable
to the Company’s equity holders.
Leases
Leases are recognised on the balance sheet as a right-of-use asset and corresponding
liability at the date at which a leased asset is made available for use by the Company,
except for short-term leases (defined as leases with a lease term of 12 months or less)
and leases of low-value assets. For these leases, the Company recognises the lease
payments as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the Group’s weighted
average incremental borrowing rate and subsequently held at amortised cost in
accordance with IFRS 9. Finance costs are charged to the income statement over the
lease term, at a constant periodic rate of interest. Right-of-use assets are depreciated
over the lease term on a straight-line basis. Each lease payment is allocated between
the liability and finance cost. The Company does not act as a lessor.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation
uncertainty that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
Impairment of investments (note 4)
There is uncertainty in the value-in-use calculation. The most significant area of
uncertainty relates to expected future cash flows (including future pension
contributions) of the cash-generating unit relating to the investment. The value-in-use
calculation requires the Company to estimate the future cash flows expected to arise
and a suitable discount rate in order to calculate present value. Projections are based
on both internal and external market information and reflect past experience. The
discount rate reflects the cost of equity.
3 Staff costs
The average monthly number of persons, including directors, employed by and
charged to the Company in the period was:
2024
Number
2023
Number
Administration
9
9
The costs of a number of employees (not directors) who have contracts of employment
with the Company are charged to other Group companies and their staff costs are
disclosed in those companies’ statutory financial statements.
167Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Reach plc Annual Report 2023 166
Notes to the parent company financial statements continued
2 Material accounting policies continued
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and short-term bank deposits with
an original maturity of one week or less.
Share-based payments
The Company issues equity-settled benefits to certain employees. These equity-settled
share-based payments are measured at fair value at the date of grant taking advice from
third-party experts. The fair value determined 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 and be adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of a stochastic (Monte-Carlo binomial) model. The
expected life used in the model has been adjusted, based on the directors’ best estimates,
for the effects of non-transferability, exercise restrictions and behavioural considerations.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction from the proceeds,
net of tax.
Where the Company’s own shares are purchased, the consideration paid including any
directly attributable incremental costs, net of income taxes, is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled, reissued or
disposed of. Where such shares are cancelled, the nominal value of shares cancelled is
shown in the capital redemption reserve. Where such shares are subsequently reissued
or disposed of, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable
to the Company’s equity holders.
Leases
Leases are recognised on the balance sheet as a right-of-use asset and corresponding
liability at the date at which a leased asset is made available for use by the Company,
except for short-term leases (defined as leases with a lease term of 12 months or less)
and leases of low-value assets. For these leases, the Company recognises the lease
payments as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the Group’s weighted
average incremental borrowing rate and subsequently held at amortised cost in
accordance with IFRS 9. Finance costs are charged to the income statement over the
lease term, at a constant periodic rate of interest. Right-of-use assets are depreciated
over the lease term on a straight-line basis. Each lease payment is allocated between
the liability and finance cost. The Company does not act as a lessor.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation
uncertainty that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
Impairment of investments (note 4)
There is uncertainty in the value-in-use calculation. The most significant area of
uncertainty relates to expected future cash flows (including future pension
contributions) of the cash-generating unit relating to the investment. The value-in-use
calculation requires the Company to estimate the future cash flows expected to arise
and a suitable discount rate in order to calculate present value. Projections are based
on both internal and external market information and reflect past experience. The
discount rate reflects the cost of equity.
3 Staff costs
The average monthly number of persons, including directors, employed by and
charged to the Company in the period was:
2024
Number
2023
Number
Administration
9
9
The costs of a number of employees (not directors) who have contracts of employment
with the Company are charged to other Group companies and their staff costs are
disclosed in those companies’ statutory financial statements.
Reach plc Annual Report 2023 167
Notes to the parent company financial statements continued
3 Staff costs continued
All employees are employed in the UK.
2024
£m
2023
£m
Staff costs, including directors’ emoluments, incurred
during the period were:
Wages and salaries
2.6
1.6
Social security costs
0.4
0.4
Share-based payments charge
0.8
0.6
Pension costs relating to defined contribution pension
schemes
0.1
0.1
3.9
2.7
Disclosure of individual directors’ remuneration, share options, long-term incentive
schemes, pension contributions and pension entitlements required by the Companies
Act 2006 and those elements specified for audit by the Financial Conduct Authority are
shown in the tables in the Remuneration Report on pages 90 to 103 and form part of
these parent company financial statements. Further details of share-based payments
are contained in note 31 in the notes to the consolidated financial statements.
4 Investments
Shares in
subsidiary
undertakings
£m
Cost
At 26 December 2022
1,526.5
Additions 0.7
At 31 December 2023
1,527.2
Additions
2.0
At 31 December 2024
1,529.2
Provision for impairment
At 26 December 2022
(818.3)
Impairment in the period
(167.8)
At 31 December 2023
(986.1)
Impairment in the period
–
At 31 December 2024
(986.1)
Net book value
At 31 December 2023
541.1
At 31 December 2024
543.1
At the period-end reporting date an impairment review of the investments held by
the company was undertaken which indicated headroom of £44m (2023: impairment
charge of £168m). The impairment review was based on the same projections used
in the impairment review performed in relation to the Group's goodwill and other
intangible assets which is disclosed in note 16 in the notes to the consolidated financial
statements. In respect of investments the current post-tax and equivalent pre-tax
discount rate used is 11.7% (2023: 11.8%) and 15.4% (2023: 15.2%) respectively and the
long-term growth rate beyond the five-year period is -0.1% (2023: 0.9%).
The impairment review in respect of the investments held by the Company is highly
sensitive to reasonably possible changes in key assumptions used in the value-in-use
calculations. EBITDA in the five-year projections is forecast to remain broadly consistent
over the period, with a CAGR of -0.4% (2023: CAGR of 0.2%). A decrease in EBITDA is a
reasonably possible change, driven by changes such as print revenue declining at a
faster rate than projected, digital revenue growth being lower than projected or the
associated change in the cost base being different than projected. Such a change
would lead to an impairment in the investments held by the Company if EBITDA in the
five-year projections were to decline at a CAGR of 2.0%. Alternatively, an increase in the
discount rate by 0.8 percentage points would lead to the removal of the headroom.
Details of the Company's subsidiary undertakings at 31 December 2024 are set out on
pages 171 to 177.
168Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Reach plc Annual Report 2023 168
Notes to the parent company financial statements continued
5 Right-of-use assets
Properties
£m
Cost
At 26 December 2022
16.1
At 31 December 2023
16.1
Other movements
0.5
Derecognition at end of lease term
(0.4)
At 31 December 2024
16.2
Accumulated depreciation and impairment
At 26 December 2022
(10.7)
Charge for the period
(1.0)
At 31 December 2023
(11.7)
Charge for the period
(1.0)
Impairment
(0.4)
Derecognition at end of lease term
0.4
At 31 December 2024
(12.7)
Carrying amount
At 31 December 2023
4.4
At 31 December 2024
3.5
6 Deferred tax assets
Other short-
term timing
£m
At 26 December 2022
0.2
Charge to income statement
(0.1)
At 31 December 2023
0.1
Charge to income statement
(0.1)
At 31 December 2024
–
7 Debtors: amounts falling due within one year
2024
£m
2023
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings
16.5
38.4
Other debtors
1.0
0.8
17.5
39.2
The amounts owed by subsidiary undertakings are unsecured, interest free and
repayable on demand.
169Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Reach plc Annual Report 2023 168
Notes to the parent company financial statements continued
5 Right-of-use assets
Properties
£m
Cost
At 26 December 2022
16.1
At 31 December 2023
16.1
Other movements
0.5
Derecognition at end of lease term
(0.4)
At 31 December 2024
16.2
Accumulated depreciation and impairment
At 26 December 2022
(10.7)
Charge for the period
(1.0)
At 31 December 2023
(11.7)
Charge for the period
(1.0)
Impairment
(0.4)
Derecognition at end of lease term
0.4
At 31 December 2024
(12.7)
Carrying amount
At 31 December 2023
4.4
At 31 December 2024
3.5
6 Deferred tax assets
Other short-
term timing
£m
At 26 December 2022
0.2
Charge to income statement
(0.1)
At 31 December 2023
0.1
Charge to income statement
(0.1)
At 31 December 2024
–
7 Debtors: amounts falling due within one year
2024
£m
2023
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings
16.5
38.4
Other debtors
1.0
0.8
17.5
39.2
The amounts owed by subsidiary undertakings are unsecured, interest free and
repayable on demand.
Reach plc Annual Report 2023 169
Notes to the parent company financial statements continued
8 Lease liabilities
Total
£m
At 26 December 2022
(13.0)
Interest costs
(0.4)
Payments
2.6
At 31 December 2023
(10.8)
Interest costs
(0.3)
Payments
3.4
Other movements
(0.4)
At 31 December 2024
(8.1)
Of the lease liability, £1.8m (2023: £2.3m) is included in creditors: amounts falling due
within one year and £6.3m (2023: £8.5m) is included in creditors: amounts falling due
after more than one year.
Total undiscounted future payments amounting to £8.6m are payable, £2.0m in 2025
and £2.7m per year for 2026 to 2027 with a total of £1.2m payable in 2028.
9 Borrowings
The details of the Company’s borrowings are disclosed in note 24 in the notes to the
consolidated financial statements.
10 Other creditors
2024
£m
2023
£m
Amounts falling due within one year:
Share-based payments
(0.7)
(0.5)
Accruals
(0.7)
(0.2)
(1.4)
(0.7)
The share-based payments provision relates to National Insurance obligations
attached to the future crystallisation of awards.
11 Called up share capital
The details of the Company’s called up share capital and dividends are disclosed in
notes 12, 29 and 30 in the notes to the consolidated financial statements.
12 Other reserves
Capital
redemption
reserve
£m
Retained
earnings
£m
At 26 December 2022
4.4
111.8
Loss for the period
–
(173.4)
Share-based payments credit
–
1.3
Dividends paid
–
(23.1)
Capital reduction
–
605.4
At 31 December 2023
4.4
522.0
Loss for the period
–
(4.8)
Purchase of shares
–
(0.6)
Share-based payments credit
–
2.5
Dividends paid
–
(23.2)
At 31 December 2024
4.4
495.9
170Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Reach plc Annual Report 2023 170
Notes to the parent company financial statements continued
12 Other reserves continued
The capital redemption reserve represents the nominal value of the shares purchased
and subsequently cancelled as part of share buy-back programmes. The retained
earnings reserves are all distributable.
The reserves, which are distributable to the Company’s equity shareholders, are
determined with reference to the Companies Act 2006. Further guidance is given in
the Institute of Chartered Accountants in England and Wales technical release 02/17BL
in relation to what profits can be treated as distributable. At 31 December 2024, all the
Company’s retained earnings are distributable, however, the available amount may be
different at the point any future distributions are made.
13 Related party transactions
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to related party transactions.
Transactions with the retirement benefit schemes and employee benefit trusts are
disclosed in notes 21 and 30 respectively in the notes to the consolidated financial
statements. Details of other related party transactions are disclosed below.
Trading transactions
The Company did not trade with the Group’s associated undertakings.
Compensation of key management personnel
Key management are the executive directors and non-executive directors. The
remuneration of the executive directors is determined by the Remuneration
Committee having regard to competitive market position and performance of
individuals. The remuneration of the non-executive directors is determined by the
Company Chairman and the executive directors. The pension provision for the
executive directors is a cash sum to use for pension purposes. Neither of the executive
directors participates in any of the Group’s defined contribution or defined benefit
pension schemes. Further information regarding the remuneration of the executive
directors and non-executive directors is set out in note 33 in the notes to the
consolidated financial statements.
Notes to the parent company financial statements continued
14 Subsidiary and associated undertakings
As at 31 December 2024
In accordance with section 409 of the Companies Act 2006, all related undertakings are set out below.
The following subsidiary undertakings are 100% owned other than where specified (all share classes), and are incorporated in England and Wales, with a registered office
at One Canada Square, Canary Wharf, London, E14 5AP.
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
08000 Recruit Limited (3829341) £0.01 ordinary – 100
Ad-Mag (North East) Limited
(3083880)
2
£1.00 ordinary – 100
Advertiser North London Group
(Holdings) Limited (1693151)
£1.00 ordinary – 100
Advertiser North London Limited
(1036821)
£1.00 ordinary – 100
AMRA Limited (2191577) £1.00 ordinary – 100
Arrow Interactive Limited (3521226)
9
£1.00 ordinary – 100
Beaverbrook Newspapers Limited
(00971744)
£1.00 ordinary – 100
Birmingham Live Limited (3020729)
3
£1.00 ordinary – 100
Birmingham Post & Mail (Exhibitions)
Limited (517223)
7
£1.00 ordinary – 100
Blackfriars Leasing Ltd. (01692745) £1.00 ordinary – 100
Blackmore Vale Publishing Company
Limited (2151903)
£1.00 ordinary 100 –
BPM Media (Midlands) Limited
(1034883)
£1.00 ordinary – 100
Broughton Printers Limited (01091137) £1.00 ordinary-A
£1.00 ordinary-B
–
–
100
100
Burginhall 677 Limited (02789921)
6
£1.00 ordinary – 100
Buy Sell Limited (2032657) £1.00 ordinary 100 –
Camberry Limited (1661112)
10
£1.00 ordinary – 100
Channel One Liverpool Limited
(3219679)
1
£1.00 ordinary – 100
Chargestake Limited (3518494)
2
£1.00 ordinary – 100
Charles Elphick Limited (529125)
5
£1.00 ordinary – 100
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
City Television Network Limited
(3376809)
3
£1.00 ordinary – 100
Community Magazines Limited
(2026564)
9
£1.00 ordinary – 100
Conrad & Partners Limited (2415617)
9
£1.00 ordinary – 100
Daily Express Limited (00529175) £1.00 ordinary – 100
Daily Post Investments Limited
(1360376)
£1.00 ordinary 100 –
Daily Post Overseas Limited
(1354793)
4
£1.00 ordinary – 100
Daily Star Limited (00980542) £1.00 ordinary – 100
Denitz Investments Limited (3775012) £1.00 ordinary – 100
£0.01 ordinary-A – 100
£0.01 ordinary-C – 100
£0.00001
ordinary-D
– 100
£0.001 ordinary-E – 100
Echo Press (1983) Limited (1679832)
4
£1.00 ordinary – 100
Enterprise Magazines Limited
(1502649)
7
£1.00 ordinary – 100
Examiner News & Information
Services Limited (624466)
£1.00 ordinary – 100
Export Magazine Distributors Limited
(02711709)
6
£1.00 ordinary – 100
Express Newspapers (00141748) £0.25 ordinary
£0.01 deferred
–
–
100
100
Express Newspapers Pension
Trustees Limited (02222373)
£1.00 ordinary – 100
171
Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Notes to the parent company financial statements continued
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Express Newspapers Properties
Limited (00967305)
£1.00 ordinary – 100
Financial Jobs Online Limited
(3846941)
1
£1.00 ordinary – 100
Fish4 Limited (03105246) £1.00 ordinary-A
£1.00 ordinary-B
–
–
100
100
Fish4 Trading Limited (04280832) £1.00 ordinary – 100
Fish4Cars Limited (03955815) £1.00 ordinary – 100
Fish4Homes Limited (03943230) £0.10 ordinary
(paid)
– 100
£0.10 ordinary
(unpaid)
– 100
£0.10 ordinary
non-voting
– 39.4
Fish4Jobs Limited (03961754) £1.00 ordinary – 100
Gazette Media Company Limited
(216451)
£1.00 ordinary – 100
Gimmejobs Limited (4053381) £1.00 ordinary – 100
Gisajob Limited (2734099) £1.00 ordinary – 100
High Street Direct Limited (3656084)
8
£1.00 ordinary – 100
Hot Exchange Limited (3939705) £1.00 ordinary – 100
Hotrecruit Limited (4166527) £1.00 ordinary-A – 100
Huddersfield Examiner Limited
(972525)
4
£1.00 ordinary – 100
Huddersfield Newspapers Limited
(2254191)
£1.00 ordinary 100 –
I.T. Trade Publishing Limited
(3091844)
£1.00 ordinary 100 –
Informer Publications Limited
(2563349)
£1.00 ordinary – 100
Isle of Wight Newspapers Limited
(2234798)
9
£1.00 ordinary – 100
Job Search Limited (3164594) £1.00 ordinary – 100
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Jobsfinancial Limited (3845499) £1.00 ordinary – 100
Jobsin Limited (3871542) £1.00 ordinary – 100
Joseph Woodhead & Sons Limited
(84100)
4
£1.00 ordinary – 100
Just London Jobs Limited (2348940)
8
£1.00 ordinary – 100
Kennyhill Limited (2761493)
9
£1.00 ordinary – 100
Kent Regional Newspapers Limited
(1381259)
5
£1.00 ordinary – 100
Legionstyle Limited (1936042)
10
£1.00 ordinary – 100
Live TV Limited (2965940)
3
£1.00 ordinary – 100
Liverpool Web Offset Limited
(797447)
£1.00 ordinary 100 –
Liverpool Weekly Newspaper Group
Limited (714750)
£1.00 ordinary 100 –
Llandudno Advertiser Limited
(332137)
3
£1.00 ordinary – 100
Local World Holdings Limited
(07550888)
1
£0.0001
ordinary-A
– 100
£0.0001
ordinary-B
– 100
£0.0001
ordinary-C
– 100
£0.0001
ordinary-D
– 100
Local World Limited (08290481) £1.00 ordinary – 100
London and Westminster
Newspapers Limited (1208670)
5
£1.00 ordinary – 100
London Newspaper Group Limited
(2126851)
5
£1.00 ordinary – 100
Mainjoy Limited (1970628) £1.00 ordinary – 100
Markstead Limited (3025792)
2
£1.00 ordinary – 100
Media Wales Limited (46946) £1.00 ordinary – 100
Medpress Limited (559427) £1.00 ordinary 100 –
14 Subsidiary and associated undertakings continued
172Reach plc Annual Report 2024Governance
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Other InformationStrategic Report
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Meilin Limited (2166364)
5
£1.00 ordinary – 100
MEN Media Limited (3890740) £1.00 ordinary – 100
Mercury Distribution Services Limited
(885364)
£1.00 ordinary – 100
Merseymart Limited (319598)
3
£1.00 ordinary – 100
MG Estates Limited (3555219)
9
£1.00 ordinary – 100
MG Guarantee Co Limited (6256959) – 100 –
MGL2 Limited (6234510) £1.00 ordinary – 100
MGN (86) Limited (421836)
9
£1.00 ordinary – 100
MGN (AW) Limited (2946962)
9
£1.00 ordinary – 100
MGN (Canada Square) Limited
(02892419)
10
£1.00 ordinary – 100
MGN Limited (2571173) £1.00 ordinary – 100
MGN Pension Trustees Limited
(2658322)
£1.00 ‘A’ ordinary – 100
Micromart (UK) Limited (2122028) £1.00 ordinary 100 –
Middlesex County Press Limited
(2068255)
9
£1.00 ordinary – 100
Midland Independent Magazines
Limited (1206379)
7
£1.00 ordinary – 100
Midland Independent Newspaper &
Media Sales Limited (2281540)
£1.00 ordinary 100 –
Midland Independent Weekly
Newspapers Limited (385159)
7
£1.00 ordinary – 100
Midland Newspapers Limited
(1663033)
9
£1.00 ordinary – 100
Midland Newspapers Pension
Trustees Limited (2228647)
£1.00 ordinary 100 –
Midland Newspapers Printers Limited
(2552554)
7
£1.00 ordinary – 100
Midland United Newspapers Limited
(2212019)
7
£1.00 ordinary – 100
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Midland Weekly Media (Birmingham)
Limited (105934)
£1.00 ordinary 100 –
Midland Weekly Media
(Wolverhampton) Limited (1119011)
£1.00 ordinary 100 –
Midland Weekly Media Limited
(3103975)
4
£1.00 ordinary – 100
Mirror Colour Print (London) Limited
(1678318)
1
£1.00 ordinary – 100
Mirror Colour Print (North) Limited
(537916)
1
£1.00 ordinary – 100
Mirror Colour Print Services (London)
Limited (1969510)
1
£1.00 ordinary – 100
Mirror Colour Print Services Limited
(935731)
1
£1.00 ordinary – 100
Mirror Financial Services Limited
(3804460)
10
£1.00 ordinary – 100
Mirror Group Music Limited
(3087502)
£1.00 ordinary – 100
Mirror Group Newspapers Limited
(2542560)
£1.00 ordinary – 100
Mirror Group Newspapers North
(1986) Limited (1348163)
10
£1.00 ordinary – 100
Mirror Projects Limited (2822578)
9
£1.00 ordinary – 100
MirrorAd Limited (3573736)
10
£1.00 ordinary – 100
Mirrorair Limited (1376321)
10
£1.00 ordinary – 100
Mirrorgroup Limited (7680699) £1.00 ordinary – 100
MirrorNews Limited (3573742)
10
£1.00 ordinary – 100
MirrorTel Limited (2820338)
3
£1.00 ordinary – 100
NCJ Media Limited (204478) £1.00 ordinary – 100
Net Recruit UK Limited (4153006) £1.00 ordinary – 100
North Eastern Evening Gazette
Limited (3441979)
4
£1.00 ordinary – 100
North Wales Independent Press
Limited (1958646)
£1.00 ordinary 100 –
Notes to the parent company financial statements continued
14 Subsidiary and associated undertakings continued
173Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Notes to the parent company financial statements continued
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
North Wales Weekly News (486584)
3
£1.00 ordinary – 100
Nunews Limited (2858756)
4
£1.00 ordinary – 100
O K Magazines Trading Co Limited
(02812158)
6
£1.00 ordinary – 100
O.K. Magazines Limited (02768369)
6
£1.00 ordinary – 100
Odhams Newspapers Limited
(2179889)
10
£1.00 ordinary – 100
Official Starting Prices Ltd. (2477911)
10
£1.00 ordinary – 100
Planetrecruit Limited (3712451) £1.00 ordinary – 100
Quids-In (North West) Limited
(2667020)
£1.00 ordinary 100 –
R.E. Jones & Bros. Limited (707920)
3
£1.00 ordinary – 100
R.E. Jones Graphic Services Limited
(1198462)
3
£1.00 ordinary – 100
R.E. Jones Newspaper Group Limited
(1238072)
3
£1.00 ordinary – 100
Reach Directors Limited (4331538) £1.00 ordinary 100 –
Reach Group Holdings Limited
(14613070)
£1.00 ordinary – 100
Reach Magazines Distribution
Limited (02794459)
£1.00 ordinary – 100
Reach Magazines Limited
(03009449)
£1.00 ordinary – 100
Reach Magazines Publishing Limited
(01633971)
£1.00 ordinary – 100
Reach Magazines Worldwide Limited
(06395556)
£1.00 ordinary – 100
Reach Media Group Ltd (11051310) £1.00 ordinary – 100
Reach Midlands Media Limited
(5286985)
£1.00 ordinary – 100
Reach Nationals Limited (04386569)
1
£1.00 ordinary – 100
Reach Network Media Limited
(4086475)
£1.00 ordinary – 100
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Reach Pension Trustees Ireland
Limited (13812160)
£1.00 ordinary – 100
Reach Pension Trustees Limited
(4705180)
£1.00 ordinary 100 –
Reach Printing Services (Midlands)
Limited (211184)
£1.00 ordinary – 100
Reach Printing Services (Oldham)
Limited (2177980)
£1.00 ordinary – 100
Reach Printing Services (Teesside)
Limited (5286989)
£1.00 ordinary – 100
Reach Printing Services (Watford)
Limited (2064914)
£1.00 ordinary – 100
Reach Printing Services (West Ferry)
Limited (01997219)
£1.00 ordinary – 100
Reach Printing Services Limited
(1979335)
£1.00 ordinary – 100
Reach Publishing Group Limited
(3890730)
£1.00 ordinary 100 –
Reach Publishing Services Limited
(08339522)
£1.00 ordinary – 100
Reach Regionals Limited (3890736) £1.00 ordinary – 100
Reach Regionals Media Limited
(127699)
£1.00 ordinary – 100
Reach Secretaries Limited (4333688) £1.00 ordinary 100 –
Reach Shared Services Limited
(3890737)
£1.00 ordinary 100 –
Reach Southern Media Limited
(1985909)
£1.00 ordinary – 100
Reach Work Limited (1904765) £1.00 ordinary – 100
Reliant Distributors Limited
(1225496)
5
£1.00 ordinary – 100
RH1 Limited (648191)
2
£1.00 ordinary – 100
Scene Magazines Limited (1381396)
5
£1.00 ordinary – 100
Scene Newspapers Limited (1108815)
5
£1.00 ordinary – 100
14 Subsidiary and associated undertakings continued
174Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Scene Printing (Midlands) Limited
(1391392)
5
£1.00 ordinary – 100
Scene Printing Web Offset Limited
(1206696)
5
£1.00 ordinary – 100
Sightline Publications Limited
(01510224)
6
£1.00 ordinary – 100
Sunday Express Limited (00184146) £0.05 ordinary – 100
Sunday People Limited (301999)
10
£1.00 ordinary – 100
Syndication International (1986)
Limited (448509)
9
£1.00 ordinary – 100
Syndication International Limited
(850258)
9
£1.00 ordinary – 100
T M S Pension Trustee Limited
(4522021)
£1.00 ordinary – 100
The Adscene Group Limited (1131297) £0.05 ordinary
£1.00 7.8% Series 2
Cumulative
Convertible
Redeemable
Preference
–
–
100
100
Associated Catholic Newspapers
(1912) Limited (The) (120837)
£0.10 ordinary 100 –
Birmingham Boat Shows Limited
(The) (697854)
7
£1.00 ordinary – 100
The Birmingham Post & Mail Limited
(3141237)
4
£1.00 ordinary – 100
The Career Engineer Limited
(4138919)
1
£1.00 ordinary – 100
Chester Chronicle and Associated
Newspapers Limited(The) (222859)
£1.00 ordinary – 100
The Daily Mirror Newspapers Limited
(166810)
10
£1.00 ordinary – 100
The Echo Press Limited (171206)
4
£1.00 ordinary – 100
The Graduate Group Ltd (3730922) £0.01 ordinary – 100
The Green Magazine Company
Limited (02403686)
£1.00 ordinary – 100
Notes to the parent company financial statements continued
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
The Hinckley Times Limited (47310) £1.00 ordinary – 100
The Hotgroup Limited (3236337) £0.10 ordinary – 100
This Is Britain Limited (03268034) £0.10 ordinary – 100
TIH (Belfast) (Nominees) Limited
(3909863)
1
£1.00 ordinary – 100
TIH (Cardiff) Limited (3026546)
2
£1.00 ordinary
£0.683
ordinary-A
–
–
100
100
TIH (Chester) Limited (3026545)
2
£1.00 ordinary
£0.683
ordinary-A
–
–
100
100
TIH (Newcastle) Limited (3036379)
2
£1.00 ordinary
£0.683
ordinary-A
–
–
100
100
TIH (Properties) Limited (553965) £1.00 ordinary 100 –
TIH (Teesside) Limited (3036380)
2
£1.00 ordinary
£0.683
ordinary-A
–
–
100
100
TIH (Trustee) Limited (3469055) £1.00 ordinary 100 –
TM Leasing Limited (06391524) £1.00 ordinary – 100
TM Media Holdings Limited
(04104523)
£1.00 ordinary – 100
TM Mobile Solutions Limited
(10292426)
10
£0.01 ordinary – 100
TM North America Limited
(05320973)
£1.00 ordinary-A
£1.00 ordinary-B
–
–
100
100
TM Regional New Media Limited
(3890734)
£1.00 ordinary 100 –
TM Titles Limited (02827197) £1.00 ordinary – 100
Totallyfinancial.com Ltd (3823143)
8
£1.00 ordinary – 100
Totallylegal.com Limited (3823137)
8
£1.00 ordinary – 100
Tower Magazines Limited
(02528573)
6
£1.00 ordinary – 100
Trinity 100 Limited (3441980)
4
£1.00 ordinary – 100
Trinity Mirror (L I) Limited (5317967)
9
£1.00 ordinary – 100
14 Subsidiary and associated undertakings continued
175Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
Notes to the parent company financial statements continued
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Trinity Mirror Acquisitions Limited
(5534393)
£1.00 ordinary – 100
Trinity Mirror Cheshire Limited
(3890747)
£1.00 ordinary – 100
Trinity Mirror Digital Limited
(4089434)
£1.00 ordinary 100 –
Trinity Mirror Digital Media Limited
(3906084)
£1.00 ordinary 100 –
Trinity Mirror Distributors Limited
(4968805)
£1.00 ordinary – 100
Trinity Mirror Finance Limited
(04315964)
£1.00 ordinary – 100
Trinity Mirror Huddersfield Limited
(5286931)
£1.00 ordinary – 100
Trinity Mirror Media Limited (04106172) £1.00 ordinary – 100
Trinity Mirror Merseyside Limited
(3890743)
£1.00 ordinary – 100
Trinity Mirror North Wales Limited
(3890745)
£1.00 ordinary – 100
Trinity Mirror Printing (Cardiff) Limited
(5286933)
£1.00 ordinary – 100
Trinity Mirror Printing (Liverpool)
Limited (5286986)
£1.00 ordinary – 100
Trinity Mirror Printing (Newcastle)
Limited (5286987)
£1.00 ordinary – 100
Trinity Mirror Videos Limited
(02729730)
6
£1.00 ordinary – 100
Trinity Newspaper Group Limited
(919233)
£1.00 ordinary 100 –
Trinity Newspapers Southern Limited
(1491074)
9
£1.00 ordinary – 100
Trinity Publications Limited (1953315) £1.00 ordinary 55.238 44.762
Trinity Retirement Benefit Scheme
Limited (714710)
Limited by
guarantee
– –
Trinity Shared Services Limited
(827234)
£1.00 ordinary – 100
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Trinity Weekly Newspapers Limited
(13297)
£1.00 ordinary 100 –
United Magazines Publishing
Services Limited (01693996)
£1.00 ordinary – 100
Vivid Group Limited (143647)
1
£1.00 ordinary 100 –
Wandsworth Independent Limited
(2152840)
9
£1.00 ordinary – 100
Welsh Universal Holdings Limited
(976111)
3
£1.00 ordinary – 100
Welshpool Web-Offset Co. Limited
(1071324)
5
£1.00 ordinary – 100
West Ferry Leasing Limited
(04086472)
£1.00 ordinary – 100
West Ferry Printers Pension Scheme
Trustees Limited (08984753)
£1.00 ordinary – 100
Western Mail & Echo Limited
(326067)
2
£1.00 ordinary – 100
Whitbread Walker Limited
(2535880)
2
£1.00 ordinary – 100
Wirral Newspapers Limited (152425) £1.00 ordinary 100 –
Wood Lane One Limited (4318355) £1.00 ordinary 100 –
Wood Lane Two Limited (4318345) £1.00 ordinary 100 –
Workthing Limited (3873867) £0.10 ordinary
£0.10 ordinary-A
£0.10 ordinary-B
£1.00 Cumulative
Redeemable
Preference
Shares at 9.25%
–
–
–
–
100
100
100
100
1. Company entered into voluntary liquidation on 29 January 2024.
2. Company entered into voluntary liquidation on 18 April 2024.
3. Company entered into voluntary liquidation on 30 April 2024.
4. Company entered into voluntary liquidation on 19 June 2024.
5. Company entered into voluntary liquidation on 8 July 2024.
6. Company entered into voluntary liquidation on 24 July 2024.
7. Company entered into voluntary liquidation on 17 September 2024.
8. Company entered into voluntary liquidation on 30 October 2024.
9. Company entered into voluntary liquidation on 10 December 2024.
10. Company entered into voluntary liquidation on 25 February 2025.
14 Subsidiary and associated undertakings continued
176Reach plc Annual Report 2024Governance
Financial Statements
Other InformationStrategic Report
Notes to the parent company financial statements continued
The following subsidiary undertakings are 100% owned (all share classes), and
incorporated in Scotland, with a registered office at 55 Douglas Street, Glasgow, G2 7NP.
Subsidiary name and company number Share class
Proportion of
shares held
by the Company
(%)
Proportion of
shares held by
subsidiary
(%)
Anderston Quay Printers Limited
(SC097571)
1
£1.00 ordinary – 100
First Press Publishing Limited
(SC139798)
8
£1.00 ordinary – 100
Glaswegian Publications Limited
(SC109893)
8
£1.00 ordinary – 100
Insider Publications Limited
(SC094795)
8
£1.00 ordinary – 100
Media Scotland Limited (SC097566) £1.00 ordinary – 100
Metropolitan Free Newspapers
Limited (SC126368)
8
£1.00 ordinary – 100
Northern Print Services Limited
(SC092400)
10
£1.00 ordinary – 100
Reach Printing Services (Saltire)
Limited (SC276920)
£1.00 ordinary – 100
Saltire Press Limited (SC151303)
8
£1.00 ordinary – 100
Scottish and Universal Newspapers
Limited (SC005761)
£1.00 ordinary – 100
Scottish Daily Record and Sunday
Mail Limited (SC012921)
£1.00 ordinary – 100
Scottish Express Newspapers Limited
(SC020889)
£1.00 ordinary – 100
The Edinburgh and Lothians Post
Limited (SC122538)
8
£1.00 ordinary – 100
Trinity Mirror Printing (Blantyre)
Limited (SC276879)
£1.00 ordinary – 100
The following subsidiary undertakings are 100% owned (all share classes), and
incorporated in the United States, with a registered office at 112 S. French Street, Suite
105, Wilmington, Delaware, DE 19801.
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Reach US Holdings Inc. (92-1945745) US$125.00
ordinary –
100
Reach US OpCo LLC (92-1983200) US$125.00
ordinary
– 100
The following subsidiary undertakings are 100% owned (all share classes) and
incorporated in Ireland, with a registered office at 38 Upper Mount Street, Dublin 2.
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Independent Star Limited (122550) €1.27 ordinary-E
€1.27 ordinary-I
€1.27 Preference
–
–
–
100
100
100
Reach Publishing (Ireland) Limited
(646649)
€1.00 ordinary – 100
The following subsidiary undertaking is 100% owned (all share classes), and incorporated
in Northern Ireland, with a registered office at 415 Holywood Road, Belfast BT4 2GU.
Subsidiary name and company number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%)
Trinity Mirror Limited (NI650694) £1.00 ordinary 100 –
Associated undertakings
The following associated undertakings are incorporated in England and Wales.
Name and company
number Share class
Proportion of
shares held by the
Company (%)
Proportion of
shares held by
subsidiary (%) Registered office address
Ozone Project
Limited (11471303)
£0.0001
ordinary-D
£0.0001
preference
–
–
21%
4%
New City Court, 20
St. Thomas Street,
London, SE1 9RS
PA Media
Group Limited
(00004197)
£1.00 ordinary 2.7% 22.8% The Point, 37
North Wharf Road,
Paddington, London,
W2 1AF
14 Subsidiary and associated undertakings continued
177Reach plc Annual Report 2024
Governance
Financial Statements
Other Information
Strategic Report
2024 SASB Index
Sustainability disclosure topics and accounting metrics
Media pluralism
Percentage of gender and racial/
ethnic group representation for
(1) management; (2) professionals;
and (3) all other employees
The percentage of racial/ethnic groups and gender representation for the Board and management can be found on page 78 in the
Governance Report.
The percentage of gender representation for employees can be found on page 79 in the Governance Report. The percentage of racial/
ethnic groups for employees is not reported for 2024. We continue to gather robust ethnicity data from our teams via our Be Counted
data-gathering which asks colleagues about a range of characteristics, and in 2024 had an 86% participation rate. Analysis of this data
allows us to better understand the makeup of our teams and work to build an inclusive culture at Reach.
Description of policies and
procedures for ensuring
pluralism in news media content
All our newsbrands operate with editorial independence and reflect a broad spectrum of opinion that is designed to appeal to their
community of readers and not to reflect any Group-influenced ideological position. Therefore, no single title or contributor represents
Reach as a whole.
Our Company position on the issue is that we believe the media sector has a responsibility to reflect more accurately the diverse
communities within the UK, and we have embarked on a number of diversity and inclusion activities to address this.
In 2024, we refined several ways to achieve our inclusion aims within our editorial content, via the Editorial Inclusion Board, the completion
of the Inclusive Reporting programme and the Speak Up for Inclusion feedback process, which enables any Reach colleague to share
concerns about editorial content. The Belonging Project also continued to keep newsrooms accountable for ensuring that they reach
underrepresented communities. For more on these initiatives to improve inclusive reporting, see page 34.
Journalistic integrity and sponsorship identification
Total amount of monetary losses
as a result of legal proceedings
associated with libel or slander
We do not disclose this information.
Revenue from embedded
advertising
We do not have material revenues from embedded advertising.
2024 SASB INDEX
The Sustainability Accounting Standards Board (SASB) is an Environmental, Social and Governance (ESG) voluntary guidance framework that sets standards for the disclosure of
financially material sustainability information by companies to their investors. Available for 77 industries, the standards identify the subset of ESG issues most relevant to financial
performance in each industry. Below we report against metrics from the Media & Entertainment standard.
178
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Journalistic integrity and sponsorship identification continued
Description of approach for ensuring
journalistic integrity of news
programming related to: (1)
truthfulness, accuracy, objectivity,
fairness and accountability;
(2) independence of content and/or
transparency of potential bias; and
(3) protection of privacy and
limitation of harm
Maintaining high editorial standards is at the core of Reach’s business. By the terms of their employment, all editorial colleagues,
including those writing for our US and ROI titles, are contractually bound to adhere to the Editors’ Code of Practice (Code) as
administered by the Independent Press Standards Organisation (IPSO) in the UK. Similarly, all agencies and freelancers that supply
us with editorial material must comply with the Code. We report annually to IPSO on compliance with the Code by our UK titles and
our journalistic standards and integrity.
We hold regular, mandatory legal training for our editorial colleagues. We expect our colleagues to use their best endeavours to verify
the stories that are put forward for publication, and to adhere to the law and the Code to protect privacy and limit harm.
Each newsbrand enjoys editorial independence and, as a company, Reach is committed to protecting what is enshrined in the Code,
namely the fundamental right to freedom of expression and the right to inform, to be partisan, to challenge, shock, be satirical
and to entertain. Read the Code at www.ipso.co.uk/editors-code-of-practice.
Intellectual property protection and media piracy
Description of approach to ensuring
intellectual property (IP) protection
We protect our large portfolio of registered trademarks by monitoring applications by others, which means we can act early to oppose
any organisations seeking to register conflicting marks.
Reach makes use of a variety of resources, services and technologies to protect, detect and prevent unauthorised use and infringement
of our IP, including the unauthorised use and copying of content from our digital properties. Our in-house commercial licensing operation
robustly manages the use of our content to ensure third-party use is properly authorised including, where practicable and within the
limits of existing technology, imposing restrictions over third-party use of our content for the purposes of training AI and its output.
We work with a number of partners in certain territories to protect our IP rights.
Nevertheless, despite our continued efforts and ongoing investment to protect and monitor our IP, including enforcement action where
necessary, the threat to our content and innovation remains. It is something we will continue to monitor and will adapt our approach
and response accordingly.
Reach is a certified Gold Standard member of the Internet Advertising Bureau (IAB) and we participate in its efforts to uphold brand
safety and fight piracy.
Activity metrics
Total recipients of media and the
number of: (1) households reached
by broadcast TV; (2) subscribers to
cable networks; and (3) circulation
for magazines and newspapers
The total recipients of media was 46m unique digital visitors/viewers (average for 2024, data from IPSOS). Reach does not have
broadcast television channels or subscribers to cable networks. The circulation for magazines and newspapers in 2024 was 230m
sales across all our titles.
Total number of media productions
and publications produced
We have over 120 brands, including websites and print products; 17 books published from Mirror Books; and 168 active podcasts.
2024 SASB Index continued
179
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Other Information
Strategic Report Financial Statements
Registered office
One Canada Square, Canary Wharf, London, E14 5AP
Telephone: +44 (0) 20 7293 3000
Company website: www.reachplc.com
Registered in England and Wales No. 82548
Advisers
Corporate brokers
Panmure Liberum Ltd
Ropemaker Place, Level 12, 25 Ropemaker Street,
London, EC2Y 9LY
Telephone: +44 (0) 20 3100 2000
Deutsche Numis
45 Gresham Street, London, EC2V 7BF
Telephone: +44 (0) 20 7260 1000
Independent auditors
PricewaterhouseCoopers LLP
1 Embankment Place, London, WC2N 6RH
Telephone: +44 (0) 20 7583 5000
Registrar
Equiniti Limited
Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA
Telephone: +44 (0) 371 384 2235*
www.shareview.co.uk
* Please use the country code when calling from outside the UK.
Lines are open from 8:30am to 5:30pm (UK time), Monday to
Friday (excluding public holidays in England and Wales).
If you have any queries regarding your shareholding,
please contact the Registrar.
Dividends
As a responsible business, Reach is committed
to reducing its carbon footprint across its business
activities. In support of this, Reach plc no longer pays
dividends by cheque. If you want to continue to receive
your dividends, you will need to provide your bank or
building society account details to Equiniti as soon
as possible, so that future dividend payments and
any other money payable to you in connection with
your shares can be made by direct payment.
Financial public relations
Teneo
The Carter Building, 11 Pilgrim Street, London, EC4V 6RN
Telephone: +44 (0) 20 7260 2700
Financial calendar 2025:
1 May 2025 Trading Update
1 May 2025 Ex-Dividend Date
2 May 2025 Record Date
30 May 2025 Full-year 2024 Final Dividend Payment
24 July 2025 Interim results for 2025
Annual General Meeting
The next AGM will take place on 1 May 2025 in London.
More details of the arrangements will be posted to our
website at www.reachplc.com, and will be contained
within the Notice of Meeting.
The Notice of Meeting and Proxy Card for the AGM to
be held on 1 May 2025 will be provided to shareholders
at least 20 working days prior to the meeting date, as
required by the FRC’s Guidance on Board Effectiveness.
SHAREHOLDER INFORMATION
Share price information
The Company’s ordinary shares are listed on
the Main Market of the London Stock Exchange.
Share price information can be found on our
website at www.reachplc.com.
ISIN number: GB0009039941
SEDOL number: 0903994
Legal Entity Identifier: 213800GNI5XF3XOATR61
As well as using the Reach website to view details
of the current and historical share price, shareholders can
find share prices listed in most national newspapers. For
a real-time buying or selling price, you should contact
a stockbroker.
E-communications
Reach encourages its shareholders to consider
receiving shareholder information electronically.
Electing to receive shareholder communications
in this way allows shareholders to access information
quickly and securely. It also reduces Company costs
by decreasing the amount of paper it needs to use
and minimises its environmental impact.
To register for this service, please visit
www.shareview.co.uk.
Shareholder Information
180Reach plc Annual Report 2024Governance
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Strategic Report Financial Statements
Share dealing and Shareview
The Company’s shares can be traded through most
banks, building societies and stockbrokers. Additionally,
shareholders can buy and sell shares through
a telephone and internet service provided by
the Company’s Registrar, Equiniti.
Shareview, a website operated by Equiniti, allows
shareholders to view the details of their shareholding,
register for e-communications and send voting
instructions electronically if they have received a voting
form with an electronic reference or signed up for
Shareview. For more information about both services,
log on to www.shareview.co.uk or call 03456 037037
for Shareview Dealing.
**
** Lines are open Monday to Friday from 8:00am to 4:30pm for
Shareview Dealing and until 6:00pm for any other Shareview
Dealing enquiries.
Warning to shareholders – boiler room
scams
In recent years, many companies have become aware
that their shareholders have received unsolicited
phone calls or correspondence concerning investment
matters. These are typically from overseas-based
‘brokers’ who target UK shareholders, offering to sell
them what often turn out to be worthless or high-risk
shares in US or UK investments. These operations are
commonly known as ‘boiler rooms’. These ‘brokers’ can
be very persistent and extremely persuasive. It is not
just the novice investor that has been duped in this way;
many of the victims had been successfully investing for
several years. Shareholders are advised to be very wary
of any unsolicited advice, offers to buy shares at a
discount or offers of free company reports.
How to avoid share fraud
1. Keep in mind that firms authorised by the FCA are
unlikely to contact you out of the blue with an offer
to buy or sell shares.
2. Do not get into a conversation, note the name
of the person and firm contacting you and then
end the call.
3. Check the Financial Services Register (the Register)
from www.fca.org.uk, to see if the person and firm
contacting you is authorised by the FCA.
4. Beware of fraudsters claiming to be from an
authorised firm, copying its website or giving
you false contact details.
5. Use the firm’s contact details listed on the Register
if you want to call it back.
6. Call the FCA on 0800 111 6768 if the firm does not
have contact details on the Register or you are
told they are out of date.
7. Search the list of unauthorised firms to avoid
at www.fca.org.uk/consumers/protect-yourself-
scams.
8. Consider that if you buy or sell shares from an
unauthorised firm you will not have access to
the Financial Ombudsman Service or Financial
Services Compensation Scheme.
9. Think about getting independent financial
and professional advice before you hand
over any money.
10. Remember: if it sounds too good to be true,
it probably is!
Report a scam
If you are approached about an investment scam, you
should tell the FCA using the share fraud reporting form
at www.fca.org.uk/consumers/protect-yourself-scams,
where you can find out more about investment scams.
You can also call the FCA Consumer Helpline on
0800 111 6768.
If you have already paid money to share fraudsters,
you should contact Action Fraud on 0300 123 2040.
Details of any share dealing facilities that the Company
endorses will be included in Company mailings.
Investor relations
We communicate with the financial community on a
regular and ongoing basis to support our stakeholders
in their investment decision process. While the investor
relations programme is driven by statutory reporting
requirements, it also contains a strong element of
additional communication in the form of meetings
and presentations.
Shareholder Information continued
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Other Information
Strategic Report Financial Statements
Reach plc Annual Report 2023 171
Group five-year summary
Adjusted
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Income statement
Revenue
539
569
601
616
600
Operating profit
102
97
106
146
134
Finance costs net of interest income
(5)
(4)
(3)
(3)
(3)
Profit before tax
97
93
103
143
131
Tax charge
(17)
(25)
(18)
(26)
(25)
Profit for the period
80
68
85
117
106
Basic earnings per share
25.3p
21.8p
27.1p
37.6p
34.4p
Statutory
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Income statement
Revenue
539
569
601
616
600
Operating profit
74
46
71
79
8
Pension finance charge
(3)
(6)
(2)
(3)
(5)
Finance costs net of interest income
(8)
(3)
(3)
(3)
(3)
Profit before tax
63
37
66
73
–
Tax charge
(9)
(15)
(14)
(70)
(27)
Profit/(loss) for the period
54
22
52
3
(27)
Basic earnings/(loss) per share
17.0p
6.8p
16.8p
0.9p
(8.6)p
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Balance sheet
Intangible assets
879
877
869
860
855
Property, plant and equipment
104
114
140
157
168
Assets classified as held for sale
3
11
–
–
–
Other assets and liabilities
(293)
(355)
(396)
(444)
(498)
693
647
613
573
525
Net (debt)/cash
(14)
(10)
25
66
42
Net assets
679
637
638
639
567
Total equity
679
637
638
639
567
182Reach plc Annual Report 2024Governance
Other Information
Strategic Report Financial Statements