CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2022
ANNUAL REPORT AND
FINANCIAL STATEMENTS
for the year ended 31 December 2022
CORE
BRANDS
Advise. Inform. Connect.
Our vision
We will be the ‘go to’ company in the international
Marketing and Legal sectors for:
Advising businesses on how to improve their performance and
returns on investment (ROI);
Providing business intelligence to customers using data, content
and insight;
Offering training, learning and advisory services through digital
learning initiatives and online programmes; and
Connecting specific communities through digital media and events.
We will build strong and lasting relationships with our customers
by providing cutting-edge insight and analysis to deliver long-term
sustainable returns for our shareholders.
Our business
Centaur is an international provider of business intelligence, learning
and specialist consultancy that inspires and enables people to excel
at what they do within the marketing and legal professions. Our Xeim
and The Lawyer business units serve the marketing and legal sectors
respectively and, across both, we offer a wide range of products and
services targeted at helping our customers add value.
Our reputation is based on the trust and confidence arising from a
deep understanding of these sectors providing innovative products and
services and we have developed a strong track record for providing
our customers with market-leading insight, content, data and training.
Our key strengths are the expertise of our people, the quality of our
brands and products, and our ability to harness technology to innovate
continually and develop our customer offering. This enables us to help
our customers raise their aspirations and deliver better performance.
Contents
STRATEGIC REPORT
Introduction IFC
Highlights of the year 01
Chair’s Statement 02
Strategy 04
Chief Executive Officer’s Statement 12
Key Performance Indicators 16
Performance: Financial Review 18
Section 172 Statement 25
Environmental, Social and
Governance (ESG) report 29
Risk Management 40
Viability Statement 44
GOVERNANCE REPORT
Board of Directors 46
Executive Committee 48
Directors’ Report 49
Directors’ Statement on
Corporate Governance 51
Audit Committee Report 55
Nomination Committee Report 58
Remuneration Committee Report 59
Statement of Directors
Responsibilities in respect of the
financial statements 76
FINANCIAL STATEMENTS
Independent Auditor’s Report 77
Financial Statements 81
Notes to the Financial Statements 88
OTHER INFORMATION
Five Year Record 121
Directors, Advisers and Other
Corporate Information 122
FLAGSHIP
4
Highlights of the year
Strategic and operational highlights
Strong performance despite macroeconomic uncertainty, with
business on track to deliver its MAP23 objectives
Clear operational and financial steps taken to focus on
organic growth and manage costs to reinforce the resilience of
the business
Flagship 4 brands continue to deliver growth as the average
customer account value increases
New customer-centric products launched including
Econsultancy’s LMS platform, MW Mini MBA’s alumni
membership, The Lawyer Briefing Room and Litigation
Tracker International
Return to in-person events with Festival of Marketing and The
Lawyer Awards being notable successes
Cash conversion remains strong at close to 100%
Return of capital to shareholders announced through
special dividends
DICE, our employee engagement committee, continues to go
from strength to strength, with improvements in employee
engagement and on climate-related matters.
Financial highlights
Revenue
2022
2021
£39.1m
2020
£32.4m
£41.6m
Adjusted
1,2
EBITDA
2022
2021
16%
20%
£8.5m
2020
12%
Net Cash
3
2022
2021
£13.1m
£16.0m
2020
£8.3m
Adjusted
1
diluted EPS
2022
2021
1.9p
2.6p
2020
0.3p
1
See alternative performance measures section for definition of adjusted results
2
Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b) and on
page 20
3
Net cash is the total of cash and cash equivalents and short-term deposits
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
01
STRATEGIC REPORT
Chair’s statement
Delivering on
our strategy
for growth and
building resilience.
COLIN JONES
Chair
Dear Shareholder,
2022 was a year where
Centaur built on the good
momentum of 2021,
despite the ongoing
macroeconomic uncertainty,
as our customers continue
to look for the targeted
connectivity and timely and
deeper insight that we offer
to the legal and marketing
sectors.
None of us could have foreseen the events
in February when Russia invaded Ukraine
and the subsequent energy crisis, cost
inflation and market volatility have hurt both
businesses and individuals. Nonetheless,
our focus on delivering our Margin
Acceleration Plan 2023 (MAP23) strategy
never wavered and we achieved our
financial targets for 2022 – no mean feat
given that they were set two years earlier
when the world was very different.
Broadly our strategy remains the same. We
continue to position Centaur to be more
customer focused – providing access to
learning and consultancy expertise in sizable
markets, along with the tools and events
to provide expert knowledge, bespoke
solutions and engaging digital connections
that create advantages for them.
Our revenues are increasingly resilient as
our clients are choosing us for strategic,
long-term spend in order to future-proof their
businesses. Structured customer price rises
have been implemented to help mitigate
the inflationary environment. In line with our
strategy, the higher quality revenue streams
of Premium Content, Marketing Services and
Training and Advisory now represent 77% of
Group revenue (2021: 74%).
Performance
Our clear vision and the focused strategic
and operational decisions taken by
Centaur’s management team resulted in
the achievement of £41.6m revenue and
an Adjusted EBITDA margin of over 20%,
reflecting the high-quality revenue streams
and the inherent operational leverage
across the Group’s businesses. This has
put us in a strong position as we come into
the final year of our MAP23 strategy.
These results saw a strong contribution
across Centaur’s unique portfolio.
Our Flagship 4 brands benefited from
enhanced pricing, strong renewal rates and
large contracts with international blue-chip
corporates, and were supported by our
Core Brands driven by a full programme
of in-person events, quality content and
networking capabilities.
Our strong performance is underpinning
Centaur’s ability to progress, continuing
the drive towards its MAP23 targets and
ensuring positive shareholder returns.
Dividend and capital
allocation
The Board believes in the long-term
fundamentals of Centaur and the continued
robust performance of the business in
2022 resulted in an increase in Centaur’s
net cash, including short-term deposits, to
£16.0m at 31 December 2022.
The Group’s capital allocation policy is
focused on retaining sufficient cash in the
business to fund all organic investment,
including technology and new products,
while maintaining a prudent level of funding
to cover unexpected working capital
volatility. The Group will also consider
complementary bolt-on acquisitions to
supplement its growth strategy. Any cash
surplus to the long-term requirements of the
business will be returned to shareholders,
most likely in the form of special dividends.
The success of the MAP23 strategy has led
to significantly stronger cash flows and a
more robust balance sheet. This enabled
us to announce in January 2023 a special
dividend of 3.0 pence per share, equivalent
to £4.3m, paid in February 2023, in addition
to our normal dividend policy of distributing
40% of Adjusted retained earnings, subject
to a minimum dividend of 1.0 pence per
share per annum.
www.centaurmedia.com
02
We have now announced a further special
dividend of 2.0 pence per share, equivalent
to £2.9m, to be paid in March 2023.
ESG
Despite the macro upheaval of this year,
as a company Centaur has also reinforced
the importance of ESG throughout our
corporate behaviours and strategic
approach and made sure these aspects
remain a consideration in all our business
decisions. Key areas of focus for us
continue to be reducing the impact that we
have on the planet and improving the effect
our business has on our people and their
development, concentrating on ensuring
we attract and retain the best talent.
Our carbon footprint, excluding the
increase in transport emissions from
employee commuting relating to returning
to the office following the pandemic,
increased by 12% due to increased levels
of operating activity and capital investment.
We have improved our reporting of climate-
related financial information and have
complied with all but two of the Task Force
on Climate-related Financial Disclosures
(TCFD) recommendations as explained
more fully in our ESG report.
Good performance against our Diversity,
Inclusion, Culture and Engagement (DICE)
objectives ensured that we improved
equality in both our recruitment and career
development.
As a corporate citizen, we were pleased
to have supported two charities in 2022
that our employees indicated were of
importance to them and their communities
– The Trussell Trust and Shooting Stars
Children’s Hospices.
Our people
However, of course, this performance
could not have been delivered without our
successful and determined people. It is
their adaptability, innovation, expertise and
exceptional commitment that has enabled
us to deliver such results. Their imagination
has enabled Centaur to develop a pipeline
of innovative new products to satisfy the
evermore sophisticated needs of our
customers, whilst their energy will continue
to drive the business forward.
We will also continue to operate with
integrity, transparency and accountability,
and the Board remains committed to the
highest standards of corporate governance.
More detail on our governance policies is
set out from page 51.
Looking ahead
During 2022, we have taken firm
operational and financial steps to improve
the quality of our products and the
efficiency of our business model. Like many
businesses, the Group faces uncertain
macroeconomic headwinds in 2023 and
we will therefore retain a cautious outlook.
However, we will remain focused on our
strategic priorities and achieving our
ambitious MAP23 targets, and I believe
that Centaur has the talent, strategy
and financial discipline to realise the
opportunities that lie ahead.
Finally, I would like to take this opportunity
to thank all of Centaur’s employees for
their continued drive and contribution to
the business, delivering excellent results
and benefits for all our customers. As a
company we are committed to the future
development and the wellbeing of our
people and we will continue to invest in
them and support them where required.
Colin Jones
Chair
14 March 2023
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
03
STRATEGIC REPORT
Our Strategy
Our strategy is to create shareholder value by
increasing revenue to £45m and raising Group
Adjusted EBITDA margin to 23% by 2023.
£45m
Revenue
23%
EBITDA Margin
Strategy
FLAGSHIP 4
www.centaurmedia.com
04
Centaur is an international
provider of business
intelligence, learning and
specialist consultancy
that inspires and enables
customers to excel at
what they do, raising their
aspirations and delivering
better performance.
The Group’s aim is to be the ‘go to’
company in the international marketing and
legal sectors to:
Advise businesses on how to improve
their performance and ROI;
Provide business intelligence to
customers using data, content and insight;
Offer training, learning and advisory
services through digital learning
initiatives and online programmes; and
Connect specific communities through
digital media and events.
Over the past year, despite the
macroeconomic uncertainty, the Group
has performed well and is within reach of
its ambitious MAP23 goals. By continuing
to invest in our Flagship 4 brands –
Econsultancy, Influencer Intelligence,
MW Mini MBA and The Lawyer – we are
continuing to expand our margin through
our focus on profitable revenue growth,
capitalising on Xeim and The Lawyer’s high-
quality revenues and operational leverage.
Xeim
Xeim takes its name from ‘Excellence In
Marketing’ and its purpose is to improve
the performance of marketers. The Xeim
portfolio brings together the Group’s
11 marketing brands – Econsultancy,
Influencer Intelligence, MW Mini MBA,
Festival of Marketing, Marketing Week,
Design Week, Creative Review, ReallyB2B,
Fashion & Beauty Monitor, Oystercatchers
and Foresight News – to support the
marketing sector, providing our customers
with the advice, intelligence and
connections needed to set themselves
apart from their peers. Our industry-leading
brands and experts provide insight, analysis
and proprietorial content, attracting over
6 million digital contact points every
month. Our approach capitalises on the
inherent strength of these brands to create
integrated solutions for our international
blue-chip customers.
The Lawyer
The Lawyer is the most trusted brand for the
UK legal profession and a leading provider
of intelligence to the global legal market,
delivered via a scalable digital platform.
The Lawyer has built on its 35-year
heritage of delivering incisive commentary
and cutting-edge analysis of the UK legal
market, continuing to broaden its offering
to develop a more international business
providing market intelligence to the world’s
largest law firms. This privileged position
enables it to connect law firms with the
in-house legal community in a unique way.
The Lawyer counts 90% of the top 50 UK
and top 50 US law firms in London among
its corporate subscribers.
XEIM
THE LAWYER
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
05
STRATEGIC REPORT
Strategy
CONTINUED
MAP23
Our strategic focus is to create shareholder
value by delivering the targets set out two
years ago under MAP23: raising Group
Adjusted EBITDA margins to 23% by 2023
and increasing revenue to £45m.
Our resilience during the recent
macroeconomic uncertainty, our organic
revenue growth, increase in profitability in
2022 and ability to generate cash, together
with the strength of our balance sheet,
evidences the progress that Centaur is
making towards MAP23 and our longer-
term vision.
The Group intends to deliver the targets
through a combination of profitable
organic revenue growth and operational
cost leverage.
To achieve this, we will be:
Gaining a deep understanding of the
ever increasing and sophisticated needs
of our customers;
Delighting our customers through
excellent customer service;
Developing our digital offering through
new products, services, technology
and data;
Creating further opportunities for growth
through The Lawyer and Xeim’s wider
portfolio of brands, with an increasing
focus on cross-selling their suite of
products and services to enterprise
clients to drive up revenue per client;
Investing in marketing, building out
the knowledge and skill set of our
marketing teams to increase brand
profile and sell our products to a
broader range of international clients;
Improving our marketing and legal
sector leading paid-for-subscription
products; and
Continuing to leverage our cost
base by managing costs tightly as
revenue grows.
Revenue model
Our business model is integral to how we
will deliver MAP23. Centaur’s business
consists of Xeim and The Lawyer, and we
report revenue under six core revenue
streams:
Premium Content comprising
subscription-driven paid content
services;
Training and Advisory from marketing
consultancy, digital learning and online
training courses;
Marketing Services from campaign
management and marketing automation;
Events including sponsorship and
delegate revenue from conferences,
awards and large-scale events;
Marketing Solutions that includes
display and bespoke client
campaigns; and
Recruitment Advertising being sector
focused.
Three-year plan to grow revenue to £45m and EBITDA
margin to 23% by 2023
An international provider of market intelligence, training
and specialist consultancy
MAP 23
Flagship 4
MW Mini MBA
Econsultancy
Influencer Intelligence
The Lawyer
Core Brands
Customer focus
Sell more to existing
customers
Optimise pricing
Cross-sell Xeim
Cross-sell between Xeim
and The Lawyer
Investment
Systems
Data
People
New products
Enhanced content
offerings
Digital subscriptions
International growth
Control of costs
www.centaurmedia.com
06
Revenue from outside the United Kingdom
has increased by 5% to £15.1m in 2022
in part as a result of an uplift of 21% in
revenue from Europe.
The chart below shows which brands derive revenue from each
revenue stream:
Brand
Premium
Content
Training and
Advisory
Marketing
Services Events
Marketing
Solutions
Recruitment
Advertising
Xeim
Econsultancy
Influencer
Intelligence
MW Mini MBA
Festival of
Marketing
Oystercatchers
Marketing
Week
Fashion &
Beauty Monitor
Foresight News
Creative Review
/Design Week
Really B2B
The Lawyer
Revenue 2022
(% of total)
35% 35% 7% 11% 9% 3%
20222021
Revenue £m
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0. 0
32%
8%
33%
10%
13%
4%
35%
7%
35%
11%
9%
3%
Recruitment Advertising
Marketing Solutions
Events
Marketing Services
Training and Advisory
Premium Content
Through our focus on the Flagship 4, we have continued to improve the quality of our
revenue with 77% of total revenue in 2022 coming from our valuable Premium Content,
Training and Advisory and Marketing Services recurring revenue streams (2021: 74%).
Revenue
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
07
STRATEGIC REPORT
THE LAWYER XEIM
Strategy
CONTINUED
To achieve our immediate MAP23
ambitions, we will continue to focus
investment and resource allocation on the
Flagship 4 – the four brands we consider
our key drivers for profitable revenue
growth – and invest in the Core Brands
that support Xeim’s growth. Across Xeim,
we will continue to cross-sell our brands to
the top 200 marketing spenders through
Xeim Engage and generate Marketing
Solutions revenues. At The Lawyer, we will
invest in data-led product development
for the top 100 law firms in the UK and US,
whilst expanding our market penetration
by delivering more content for the top
European law firms and the UK mid-tier law
firms.
Flagship 4
The Lawyer
The Lawyer – the most trusted brand for
the UK legal profession and a leading
provider of intelligence to the global
legal market delivered via a scalable
digital platform. Its main corporate
information service, together with
related subscriptions products Signal
and Litigation Tracker, are used by 90%
of the top 100 law firms in London. Its
loyal customer base gives The Lawyer
the confidence to continue to develop
additional products and services in 2023.
These Premium Content services are
enriched by the networking and thought
leadership from an entirely live schedule
of conferences and The Lawyer UK
Awards.
Over the next three years, The Lawyer will
continue its transition from a traditional
media brand to a content and data-led
research and intelligence business.
Combining unique data with market
commentary and insights, it will continue to
develop high-quality subscription products
delivered through an improved customer
experience.
Econsultancy
Econsultancy guides, supports and enables
customers to achieve excellence in digital
marketing and ecommerce. Its focus is on
combining learning content and thought
leadership with practical applications and
tools to support marketers.
In September, we launched a new
integrated LMS system, which has added
additional learning channels, improved
digital skills index assessment tools, digital
skills cloud and single sign-on functionality.
As a result, we are seeing an uplift in
renewals and an improvement in user
engagement supported with new pricing
and packages.
Looking ahead, Econsultancy’s product
enhancement will continue to underpin
its ‘multi-touch learning’ strategy, which
combines consultancy and online
subscription training services at scale with
large organisations such as Unilever and
PepsiCo.
Influencer Intelligence
Influencer Intelligence provides expertise
and support to help customers select
influencers, measure performance and
manage the success of their marketing
campaigns. The combination of our data-
driven influencer marketing platform and
specialist in-house analyst team helps
businesses navigate the influencer and
celebrity marketing landscape.
This results in a highly renewable
subscription product with a loyal customer
base particularly in the fashion and retail
sectors. Our challenge has been to scale
the number of influencers on the platform
and retain the level of detailed analytics, as
we require manual inputs and insight from
our research and content team.
In 2023, we will continue with the same
strategy and the provision of detailed
analytics and information for customers.
Our content is respected for trends
analysis, events coverage and essential
contact information for the people in the
industry that matter, and this is where we
will focus.
Our portfolio
www.centaurmedia.com
08
MW Mini MBA
Marketing Week’s Mini MBA distils the core
marketing module of a full MBA programme
into an easily digestible and thoroughly
engaging 12-week course with on-demand
modules prepared and moderated by
Professor Mark Ritson.
Since its launch in 2016, the MW Mini MBA
has grown to be Centaur’s largest brand with
over 24,000 delegates from across the globe
driven by corporate multi-seat packages and
online sales. This year we also launched the
MW Mini MBA Alumni Network – an annual
membership platform – which gives the user
continued access to their course material
and the ability to post, network and engage
with the MW Mini MBA team via Q&As and
additional learning functionality.
To build on last year, we have a third
marketing course in production for release
in 2023. We will also enhance the existing
MW Mini MBA in Brand Management
course supported by focused advertising
and promotion.
Core Brands
Outside the Flagship 4, our portfolio of
Core Brands will continue to support
Centaur’s growth and play an important
role in creating opportunities for Xeim,
through the cross-selling of our products
and services, introducing us to a wider
customer base and demonstrating the
breadth of our business intelligence
products and services. These include:
Marketing Week – for over 40 years,
the most influential source of marketing
information in the UK. In 2023, we will
continue to generate revenue from
marketing solutions, lead generation
services, subscriptions, proprietary
research, white papers and the annual
MW Awards event;
MW Festival of Marketing – an annual
thought leadership, learning and
networking event that has become a
leading and influential event dedicated
to ambitious marketers. After running
the event virtually in the previous two
years, it was wonderful to hold a hybrid
Festival in March and an in-person
Festival in October. We plan to discover,
learn and connect with more of our
customers in-person at the Festival and
related masterclass events in 2023;
Oystercatchers – as one of the
Financial Times’ most highly regarded
management consultancies in the
UK, Oystercatchers has differentiated
itself by providing best-in-class agency
pitch and business performance
transformation advice to its clients; and
Really B2B – this Marketing Services
business delivers creative campaigns,
lead generation and Account Based
Marketing services to drive its clients
marketing ROI. The brand continues to
generate leads and provide solutions
for clients across the Xeim portfolio and,
after a strategy reset, is now positioned
for growth in 2023.
Driving performance
at Xeim
Xeim is able to position and cross-sell
multi-brand offerings for the benefit of
our customers by understanding how
the brands interact most effectively with
each other.
Xeim provides marketers with training,
information and in-depth consulting
services by utilising the content and
expertise across the portfolio. We deliver
transformational programmes for our
customers by providing diagnostic tools,
best practice guides, case studies, thought
leadership and curated training services
to support the customer need. We also
deliver content-led marketing solutions
and networking opportunities to enable
marketers to drive awareness and generate
leads and business contacts.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
09
STRATEGIC REPORT
Strategy
CONTINUED
Group strategy
Over the last two years, we have
relentlessly pursued our brand-led strategy
targeting margin acceleration to 2023
(MAP23). Building on the foundations from
MAP23, we are planning to achieve a step-
change in valuation with a transformational
growth strategy, developed by the Centaur
Strategy Group.
This will see the business complete the
transition from a B2B media product-
led organisation to a customer-centric
intelligence business, with the mission of
building on our heritage of informing and
connecting our customers by providing the
skills and business intelligence to enable
them to create great organisations in
changing and challenging environments.
In doing so, we will provide tech-enabled,
intelligence and learning solutions to
senior leaders of blue-chip companies and
law firms to generate high value revenue
streams.
Centaur’s leading brands and domain
expertise provide a strong foundation from
which to build out and achieve success
with this strategy. We will be targeting a
market opportunity of £0.8bn in the UK,
whilst creating a platform to access an
international market opportunity of a further
£2.9bn in the US and EU markets
1
. By
2026, we anticipate the Centaur business
having shifted towards a more focused
offering with repeatable, high-value
revenue streams from a higher proportion
of blue-chip customers.
Integrated senior leadership offering
Specific solutions for teams
Business intelligence,
insight and application
Best practice
and skills
trainings
External
vendor
selection
Performance
measurement
information
News and
trends insight
Benchmarking data and
trend analysis
P2P knowledge sharing
What does
good look like?
Where is
my business
in relation
to this?
How do I close
that gap?
How do I
prove that
we got there?
Where
do we go
next?
Thought
leadership
and how
to apply it
Deploy
the
strategy
Prove
outcomes
Set the agenda
1
Business intelligence, structured information, knowledge management and learning spend at large B2B & B2C companies and top UK and US law firms
www.centaurmedia.com
10
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
11
STRATEGIC REPORT
Performance
CHIEF EXECUTIVE OFFICER’S STATEMENT
Centaur continues to perform well despite the
macroeconomic uncertainty that characterised
2022 for our customers. Our focus on
understanding and satisfying customer
needs, together with continuous operational
improvements, have raised the quality and
efficiency of our business. As a business we
remain focused on our strategic objectives and
achieving our ambitious MAP23 targets.
SWAG MUKERJI
Chief Executive Officer
Dear Shareholder,
This is my fourth Annual
Report as CEO of Centaur
Media and, as we enter
the third and final year
of our ambitious MAP23
strategy, we are laying
the foundations for the
next step in Centaur’s
growth story.
2022 was another year marked by
macroeconomic turbulence – and Centaur
remains focused on growth. We are
determined to keep driving performance
in line with our MAP23 objectives, by
continuing to build the quality of our
revenue streams and taking advantage
of the operational leverage within our
business units.
As a reminder, the core objectives of
MAP23 are to raise Group Adjusted
EBITDA margins to 23% by the end of
2023, while increasing revenues to £45m
in the same timeframe.
Financial performance
Over the course of 2022, Centaur
continued to take positive steps towards
our MAP23 goals, building on the structure
and processes that were put in place
through the previous year.
In 2022, Centaur reported revenues of
£41.6m for the year (up from £39.1m in
2021), and a Group Adjusted EBITDA of
£8.5m (up from £6.4m in 2021). It was
satisfying to see that Adjusted EBITDA
margin for 2022 was over 20% (up
from 16% in 2021) resulting in the Group
ending the year with net cash of £16.0m,
up from £13.1m last year. I am pleased
with the contribution that all our brands
have continued to make to this positive
momentum over the past twelve months.
Clear operational and financial steps have
been taken to focus on organic growth and
manage costs to reinforce the resilience
of the business. These include better
understanding and satisfying the needs
of our customers, focusing on increasing
the size and scale of customers we
target, conducting strong negotiation with
suppliers and implementing flexible reward
structures to retain and recruit top talent.
Employee numbers have been kept under
tight control, with only a slight increment
on 2021, as increases in growth areas were
balanced by reductions in less strategically
important areas of the business. We have
also maintained our central costs in line
with 2021 and will be reducing our costs in
2023, along with our carbon footprint, by
moving into a smaller London office as of
1 January 2023. These steps will maintain
our operational leverage and ensure that
the business is best positioned to withstand
any wider macroeconomic uncertainty and
achieve our MAP23 objectives.
Dividends
The Group has proposed a final dividend
of 0.6 pence per ordinary share to take
our total ordinary dividends for 2022 to 1.1
pence, above the minimum 1.0 pence per
share that we have paid previously under
our dividend policy. A special dividend of
3.0 pence per share, equivalent to £4.3m,
was paid on 10 February 2023 and a further
special dividend of 2.0 pence per share,
to be paid on 31 March 2023, will bring the
total dividends to shareholders in respect
of 2022 to 6.1 pence per share (£8.8m).
Operational review
Centaur comprises two business units,
Xeim and The Lawyer. Xeim forms 80%
of our revenues and is focused on the
marketing sector across a wide range of
industries. The Lawyer is focused on the
legal sector and drives the other 20%. Both
sectors are undergoing significant change,
driven by technological advancement,
structural change and globalisation, giving
Centaur a great opportunity to use its
competitive advantage to further grow in
these sectors.
www.centaurmedia.com
12
Within these two business units, Centaur
has four key brands – the Flagship
4 – which we consider our key growth
drivers and where the business prioritises
investment and resource allocation. The
Lawyer is one of these brands, while the
other three form part of the Xeim portfolio
(Econsultancy, Influencer Intelligence and
MW Mini MBA). The Flagship 4 is supported
by our suite of Core Brands.
Over the course of 2022, we made
significant progress in developing both
our Flagship 4 and Core Brands. Our aim
is to position each of these brands for
further growth, developing cross-selling
opportunities and enhancing their shared
capabilities, with the ultimate aim of
enabling our customers to deliver better
corporate outcomes through building
competitive advantage in their markets.
Econsultancy continued to win large
six-figure contracts from blue-chip
international companies including Unilever,
Jacobs Douwe Egberts, Specsavers and
Pepsico, seeing Training and Advisory
revenues increase by 38%, while growing
its core digital and training subscription
services through improving renewal rates
averaging 82% for the year. A restructuring
in 2022 enabled the business to combine
its consultancy and online subscription
training, enhancing the offer to customers.
Influencer Intelligence grew in momentum
over the course of the year, overcoming
prior challenging market conditions, to end
the year with an annual renewal rate of
90% - the highest rate for over five years.
Our focus has been to gain a better insight
as to what the needs of our customers
are whilst retaining the level of detailed
analytics conducted by our research and
content team.
The MW Mini MBA continued to go
from strength to strength, with corporate
multi-seat packages up 20% and related
delegates now representing 43% of the
total for the year. A reduction in the volume
of online sales resulted in total delegate
numbers on the main courses increasing
only 1% in the year. However this was
achieved with an increase in yield of 10%
A selection of our Xeim clients
from price rises and discount management
resulting in an 11% increase in revenue on
the main courses and 7% in total for the
MW Mini MBA, including bespoke courses.
The Lawyer had another year of strong
performance, with TheLawyer.com
corporate subscriptions, supported
by Horizon, performing ahead of
expectations with renewal rates of 116%.
The main corporate subscription product
is complemented by data-driven products,
including Signal and Litigation Tracker,
which launched internationally in May with
content from Hong Kong, Singapore and
Dubai. The new data-driven subscription
product, Signal, launched in 2021 has
performed well, exceeding expectations
on renewal rate by value and volume in its
first year of renewals, and on the number
of new customers. It was also recognised
externally as an award-winning Market
Intelligence subscription product.
In April we also launched Briefing Room
bringing together all sides of the legal
community to share thought leadership and
latest content enabling networking with
companies and individuals. The Lawyer’s
industry-leading conferences also returned
to a fully live schedule in 2022, which was
welcomed by both sponsors and delegates.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
13
STRATEGIC REPORT
Performance
CHIEF EXECUTIVE OFFICER’S STATEMENT CONTINUED
This strong performance follows last year’s
similarly high renewal rates and user
engagement, indicating how important
The Lawyer is to leading law firms and their
fee earners.
In our portfolio of Core Brands, we were
particularly encouraged by the Festival of
Marketing moving forwards from two years
of virtual events to a hybrid Festival in
March and an in-person Festival in October.
This year’s Festivals brought together a
carefully curated group of top speakers
from the marketing world and beyond,
offering the insight, provocation and
inspiration that will help those in the
industry to do their job better.
People
A key part of our strategy is ensuring
that we have the right people in the right
positions to deliver our intended growth.
Over the course of 2022, Centaur continued
to strengthen its management team. We
made several excellent new hires, including
Lisa Taylor, who joined as Xeim Group
Marketing Director and Agata Kreutzinger,
who became our Group Data Director. We
also identified and promoted people within
the organisation to support the progression
of our people, with Ian Baldwin joining our
Executive Committee and taking on the role
of Chief Technology Officer.
Looking to 2023
Centaur has undergone a significant
transformation over recent years and in
2023, we will continue to develop our
Flagship 4 and Core Brands to ensure we
are leading from the front in delivering
what our customers need. Our strategic
priority is to shift towards a more focused,
customer-centric offering. That means
gaining a greater share of repeatable,
high-value revenue streams from a higher
proportion of blue-chip customers. We will
be focusing on this across the Flagship 4
and Core Brands.
The Lawyer will accelerate its penetration
of UK and European law firms with new
content and will implement a customised
website user experience, a law firm
practice Signal channel and a UK law firm
advisory service.
At Xeim, there will be more emphasis
and focus on paid content and strategic
information via corporate packages,
subscriptions and partnerships. Our objective
is to work with higher value companies as
a regular partner. For this, we have Xeim
Engage, a dedicated, experienced team,
creating solutions for the top 200 marketing
spend companies. Xeim’s Flagship 4 brands
will continue to be supported by the Core
Brands, which together will enhance Xeim’s
focus on addressing the market demand
for paid content and strategic information,
via corporate packages, subscriptions and
partnerships.
Summary
To conclude, I wanted to reflect on the
past three years and reiterate my thanks
to everyone at Centaur for their hard work
and determination. As we look to 2023,
Centaur remains focused on growth. Our
strategy is clear and we are in the final stage
of achieving our ambitious, but achievable
targets. We want to provide the most
advanced and competitive offering in the
marketplace – to do that we will continue
to build the quality of our employees, focus
on our high value revenue streams and take
advantage of our operational leverage.
Swag Mukerji
Chief Executive Officer
14 March 2023
www.centaurmedia.com
14
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
15
STRATEGIC REPORT
Key Performance Indicators
FINANCIAL AND NONFINANCIAL
The Group has set out the following core financial and non-financial
metrics to measure the Group’s performance. The KPIs are monitored by
the Board and the focus on these measures will support the successful
implementation of the MAP23 strategy. These indicators are discussed in
more detail in the CEO and financial reviews.
Financial
Underlying revenue growth
1
2022
2021
21%
6%
The growth in total revenue adjusted, if applicable, to exclude
the impact of event timing differences and the revenue
contribution arising from acquired or disposed businesses.
See Chief Executive Officer’s Statement and the Financial
Review for explanation of this year’s growth. The revenue
growth in 2021 included the recovery in revenue following
the pandemic.
Adjusted EBITDA margin
1
2022
2021
16%
20%
Adjusted EBITDA as a percentage of revenue where Adjusted
EBITDA is defined as Adjusted operating profit before depreciation
and impairment of tangible assets and amortisation and impairment
of intangible assets other than those acquired through a business
combination.
The continued improvement in margin reflects the increase in high-
quality revenue streams together with the impact of the Group’s
operational leverage.
Adjusted diluted EPS
1
20%
2022
2021
1.9 pence
2.6 pence
Diluted earnings per share calculated using the Adjusted
earnings, as set out in note 8 to the financial statements.
The 37% increase in EPS reflects the increase in post-tax
profitability.
Cash conversion
1
2022
2021
164%
99%
The percentage by which Adjusted operating cash flow covers
Adjusted EBITDA as set out in the financial performance review.
The cash conversion in 2022 has returned to a more typical
historical level after the level achieved in 2021 which included
unusually high working capital movements.
1
See definitions in Financial Review on page 24.
www.centaurmedia.com
16
Non-financial
Attendance at Festival of Marketing
2022
2021
6,786
1,778
Number of unique delegates attending the Festival of
Marketing.
This year’s events were in-person compared to virtual
attendees in 2021. The number of paid delegates increased
compared to the last in-person event in 2019 coupled with a
significant reduction in complimentary tickets.
Delegates on Mini MBA course
2022
2021
6,951
6,490
Number of delegates on Mini MBA and related eLearning courses in
the year.
There was an increase in the number of total delegates on the
two main courses as well as a higher yield per delegate. 2021
included 515 delegates on a customised course that was not
repeated in 2022.
Xeim customers >£50k
6,490
2022
2021
90 (£12.1m)
88
(£13.9m)
Number and value of Xeim customers that have sales in the
year of greater than £50,000.
The focus on higher value accounts continued in 2022 with a
17% increase in the average value of these accounts.
Top 250 law firm customers
88
(£13.9m)
144
(£3.2m)
2022
2021
152 (£2.7m)
Number and value of top 200 UK law firms and top 50 US law firms.
The focus on higher value accounts continued in 2022 with a 24%
increase in the average value of these accounts.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
17
STRATEGIC REPORT
Performance
FINANCIAL REVIEW
Our high-quality
revenue streams
are performing
well and helping us
drive towards our
MAP23 goals.
SIMON LONGFIELD
Chief Financial Officer
Overview
After the recovery in 2021
following the challenges
posed by the pandemic,
new economic uncertainties
impacted Centaur’s trading.
Despite these uncertainties,
Centaur continued to
focus on organic revenue
growth particularly through
its higher value revenue
streams of Premium Content
and Training and Advisory
which together grew 15%.
This growth was enhanced by the return
to a full schedule of in-person events,
including The Lawyer Awards and the
Festival of Marketing, pushing up revenue
from events by 23%. These growth areas
were offset by a reduction of 25% in
total revenue from Marketing Solutions
and Recruitment Advertising and a 14%
reduction in Marketing Services.
Our continued focus on tight control of
costs resulted in only a 1% increase in
operating expenses demonstrating the
operational leverage within Centaur
and its ability to maintain its consistent
improvement in profitability. All of this
resulting in generation of free cash flow
through good cash conversion.
Performance
Group
Statutory revenue rose by £2.5m to £41.6m
in 2022, an increase of 6%. Xeim increased
4% and The Lawyer 19%. Revenue
generated from outside the UK remained
steady at 36% (2021: 37%) showing 9%
growth across customers in the UK and
Europe offset by a 3% decline in the rest
of the world. Throughout 2022 we did
not engage in any business with Russian
customers, the impact of which is negligible
compared to our results for 2021.
Adjusted EBITDA increased by 33%
from £6.4m to £8.5m at a margin of 20%
(2021: 16%), showing promising progress
towards our MAP23 targets of a 23%
margin in 2023. This improved margin was
on increased revenues, demonstrating
the increase in our high-quality revenue
streams, resolute cost control and the
operational leverage within the Group.
Despite inflationary pressure, operating
costs in the Central segment were flat in
2022 compared to 2021.
The Group posted an increase of 66%
in Adjusted operating profit to £5.3m
(2021: £3.2m) as a result of the increase
in Adjusted EBITDA. The Group achieved
an Adjusted profit after taxation of £3.9m
(2021: £2.8m).
During 2022, we have increased our net
cash
1
balances from £13.1m to £16.0m,
mainly as a result of a focus on cash
management, the increase in EBITDA and
healthy cash collections from customers.
Xeim
Xeim’s revenue for 2022 was £33.3m,
an increase of 4% from £32.1m in 2021.
Premium Content in 2022 rose 11% with
growth in Flagship brands Econsultancy
and Influencer Intelligence both of which
had improved renewal rates compared to
2021 and despite a tougher year for new
business.
Revenue from Training and Advisory also
showed year-on-year growth of 15% as a
result of a robust trading performance by
Econsultancy, Oystercatchers and from MW
Mini MBA’s marketing and brand courses.
Recruitment Advertising grew 5% with a
strong performance in H1, partially offset by
slowing demand in H2.
Conversely, it was a difficult year for
Marketing Services and Marketing
Solutions which saw year-on-year declines
in revenue of 14% and 29% respectively,
resulting from lower recurring revenues
and new business generation. Events
1
Net cash is the total of cash and cash equivalents and short-term deposits
www.centaurmedia.com
18
revenue was at a similar level to 2021
but was mainly driven by delegates and
sponsorship revenues from the in-person
Festival of Marketing compared to virtual
events in the previous year.
Xeim posted an Adjusted EBITDA of £8.5m
for the year, an increase of 29% from £6.6m
in 2021 (see page 21). This was driven by
a combination of increased revenue and a
decrease in costs.
Xeim contains three of the Group’s
Flagship 4 brands – Econsultancy,
Influencer Intelligence and MW Mini MBA.
After facing difficulties posed by the
pandemic in previous years, Econsultancy
has continued its momentum from 2021
and has grown both its Premium Content
and Training and Advisory revenue
streams in 2022. Including an offset from
a reduction in Events and Marketing
Solutions revenue, total Econsultancy
revenue has increased by 8%.
Premium Content revenue benefitted
from our continued investment in
Econsultancy’s blended multi-touch
learning strategy resulting in an improved
subscription renewal rate of 82% (2021:
70%). Econsultancy’s Training and Advisory
revenue had an excellent year with 38%
growth on 2021, continuing to win large
digital training and consultancy contracts
with blue chip international companies.
Influencer Intelligence revenue increased
13% in the year, following the post-Covid
recovery of the retail and fashion industries.
Renewal rates improved significantly from
Q2 2021 and continued throughout 2022,
with the annual renewal rate of 90% in
2022 at the highest rate seen over the past
five years. The success of renewals was
partially offset by muted performance in
winning new business during the year.
The MW Mini MBA’s strong growth in recent
years has slowed with delegate numbers
on the main courses up only 1% year-on-
year, but revenue on those courses up 11%
driven by a 10% yield increase. MW Mini
MBA retains an excellent Net Promoter
Score of +74 and strong loyalty from
recurring corporate customers.
Of our core Xeim brands, Fashion Monitor
showed growth due to strong renewals up
to 92% from 73% in the prior year, while
Really B2B and Festival of Marketing both
saw revenue fall by approximately 15%.
Really B2B struggled with lack of new
business contracts to drive renewal and
upsell. Festival of Marketing fell short of
delegate and sponsorship revenues for its
March event, but held a successful and fully
booked festival in October.
The Lawyer
Overall revenues for The Lawyer grew by
19%. Premium Content revenue showed
strong growth of 22% primarily from
TheLawyer.com corporate subscriptions
performance with an impressive renewal
rate of 116%, supported by Signal with a
further year of significant new business and
a notable first year of renewals at a 102%
renewal rate. Events also had a particularly
strong year with the first in-person The
Lawyer Awards since 2019. The Lawyer
retains a 90% penetration of the top 100
law firms demonstrating the value delivered
to our customers.
This performance was partially offset with
downsides in Marketing Solutions and
Recruitment Advertising reducing 33% and
15% respectively.
This led to a rise in Adjusted EBITDA
from £2.7m in 2021 to £3.1m in 2022
at a margin of 37% (see page 21). The
underlying business is performing strongly
with resilient renewal rates and continued
engagement by users indicating how
important The Lawyer is to leading law
firms and their fee earners.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
19
STRATEGIC REPORT
Performance
FINANCIAL REVIEW CONTINUED
Measurement and non-statutory adjustments
The statutory results of the Group are presented in accordance with UK-adopted International Accounting Standards (IFRS). The Group
also uses alternative reporting and other non-GAAP measures as explained below and as defined in the table at the end of this section.
Adjusting items
Adjusted results are not intended to replace statutory results but are prepared to provide a better comparison of the Group’s core
business performance by removing the impact of certain items from the statutory results. The Directors believe that adjusted results
and Adjusted earnings per share are the most appropriate way to measure the Group’s operational performance because they are
comparable to the prior year and consequently review the results of the Group on an adjusted basis internally.
Statutory operating profit for the year reconciles to adjusted operating profit and Adjusted EBITDA as follows:
Note
2022
£m
2021
£m
Statutory operating profit 3.9 1.6
Adjusting items:
Exceptional costs 4 0.1
Amortisation of acquired intangible assets 10 0.5 1.1
Share-based payments 22 0.8 0.5
1.4 1.6
Adjusted operating profit 5.3 3.2
Depreciation, amortisation and impairment 3 3.2 3.2
Adjusted EBITDA 8.5 6.4
Adjusted EBITDA margin 20% 16%
Adjusting items of £1.4m in the year (2021: £1.6m) are comprised as follows:
Adjusting Item Description
Exceptional costs Exceptional costs of £0.1m (2021: £nil) relate to the office lease termination fee
less the gain on remeasurement of the office lease.
Amortisation of acquired intangible assets Amortisation of acquired intangible assets of £0.5m (2021: £1.1m) has fallen as certain
assets have become fully amortised.
Share-based payments Share-based payments of £0.8m have increased in the year due to an additional year of
LTIP issuance to members of the Centaur Strategy Group (2021: £0.5m).
Segment profit
Segmental profit is reported to improve clarity around performance and consists of the gross contribution for the Xeim and The Lawyer
Business Units less specific overheads and allocations of the central support teams and overheads that are directly related to each
Business Unit. Any costs not attributable to either Xeim or The Lawyer, remain as part of central costs.
The table below shows the statutory revenue, which is the same as the underlying revenue, for each Business Unit:
Xeim
2022
£m
The
Lawyer
2022
£m
Total
2022
£m
Xeim
2021
£m
The
Lawyer
2021
£m
Total
2021
£m
Revenue
Premium Content 10.0 4.7 14.7 9.0 3.9 12.9
Training and Advisory 14.4 14.4 12.6 12.6
Marketing Services 2.9 2.9 3.3 3.3
Events 2.7 2.0 4.7 2.7 1.1 3.8
Marketing Solutions 2.9 0.6 3.5 4.2 0.8 5.0
Recruitment Advertising 0.4 1.0 1.4 0.3 1.2 1.5
Total statutory revenue 33.3 8.3 41.6 32.1 7.0 39.1
Revenue growth 4% 19% 6%
www.centaurmedia.com
20
The table below reconciles the Adjusted operating profit/(loss) for each segment to the Adjusted EBITDA:
Xeim
2022
£m
The
Lawyer
2022
£m
Central
2022
£m
Total
2022
£m
Xeim
2021
£m
The
Lawyer
2021
£m
Central
2021
£m
Total
2021
£m
Revenue 33.3 8.3 41.6 32.1 7.0 39.1
Adjusted operating costs (27.1) (5.8) (3.4) (36.3) (27.6) (4.9) (3.4) (35.9)
Adjusted operating profit/(loss) 6.2 2.5 (3.4) 5.3 4.5 2.1 (3.4) 3.2
Adjusted operating margin 19% 30% 13% 14% 30% 8%
Depreciation, amortisation
and impairment 2.3 0.6 0.3 3.2 2.1 0.6 0.5 3.2
Adjusted EBITDA 8.5 3.1 (3.1) 8.5 6.6 2.7 (2.9) 6.4
Adjusted EBITDA margin 26% 37% 20% 21% 39% 16%
Net finance costs
Net finance costs were £0.1m (2021: £0.3m).
The Group held positive cash balances
throughout the year and therefore, in both
2022 and 2021, finance costs mainly relate
to the commitment fee payable for the
revolving credit facility as well as interest
on lease payments for right-of-use assets.
In 2022 this was offset by interest income
of £0.1m.
Taxation
A tax charge of £1.0m (2021: credit of
£0.1m) has been recognised for the year.
The Adjusted tax charge was £1.3m (2021:
charge of £0.1m). The Company’s profits
were taxed in the UK at a rate of 19.0%
(2021: 19.0%), but the resulting tax charge
is at an effective tax rate of 26% due mainly
to the utilisation of tax losses for which the
deferred tax asset had been recognised
at a rate of 25%, being the future rate of
tax in the UK from April 2023. See note 7
for a reconciliation between the statutory
reported tax charge and the Adjusted
tax charge.
Earnings/loss per share
The Group has delivered Adjusted diluted
earnings per share for the year of 2.6
pence (2021: 1.9 pence). Diluted earnings
per share for the year were 1.8 pence
(2021: earnings of 0.9 pence). Full details of
the earnings per share calculations can be
found in note 8 to the financial statements.
Dividends
Under the Group’s dividend policy, Centaur
targets a pay-out ratio of 40% of Adjusted
retained earnings, subject to a minimum
dividend of 1.0 pence per share per annum.
Therefore, the Group has proposed a final
dividend of 0.6 pence per ordinary share
in respect of 2022. This brings the total
ordinary dividends relating to 2022 to 1.1
pence (2021: 1.0 pence) per ordinary share
and is the first time, since the dividend
policy was initiated, that we have paid
above the 1.0 pence per share minimum
due to the increasing profitability of
the Group.
Given the continued robust performance of
the Group in 2022 and the resulting year
end cash balance of £16.0m, the Group
announced in January 2023, and paid in
February, a special dividend of 3.0 pence
per share, equivalent to £4.3m. Looking
forward and taking into account the cash
needs of the Group, the Board has taken
the decision to announce a second special
dividend of 2.0 pence per share, equivalent
to £2.9m, to be paid in March 2023 in order
to return further cash to shareholders.
The final ordinary dividend is subject
to shareholder approval at the Annual
General Meeting and, if approved, will
be paid on 26 May 2023 to all ordinary
shareholders on the register at the close of
business on 12 May 2023.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
21
STRATEGIC REPORT
Performance
FINANCIAL REVIEW CONTINUED
Cash flow
2022
£m
2021
£m
Adjusted operating profit 5.3 3.2
Depreciation, amortisation and impairment 3.2 3.2
Movement in working capital (0.1) 3.1
Adjusted operating cash flow 8.4 9.5
Capital expenditure (1.4) (0.8)
Cash impact of adjusting items (0.2)
Taxation
Repayment of lease obligations and net interest paid (1.9) (2.2)
Free cash flow 4.9 6.5
Purchase of own shares (0.6) (0.3)
Dividends paid to Company’s shareholders (1.4) (1.4)
Increase in net cash
1
2.9 4.8
Opening net cash
1
13.1 8.3
Closing net cash
1
16.0 13.1
Cash conversion 99% 164%
1
Net cash is the total of cash and cash equivalents and short-term deposits.
Adjusted operating cash flow is not a
measure defined by IFRS. Centaur defines
Adjusted operating cash flow as cash flow
from operations excluding the impact of
adjusting items. The Directors use this
measure to assess the performance of
the Group as it excludes volatile items not
related to the core trading of the Group
and includes the Group’s management
of capital expenditure. A reconciliation
between cash flow from operations and
Adjusted operating cash flow is shown in
note 1(b) to the financial statements.
The cash conversion of 99% (2021: 164%)
has been adjusted to exclude these one-
off items. The cash conversion in 2022
has returned to a more normal level after
the high conversion rate in 2021 resulting
from positive working capital movements
relating to increased bonuses and MW
Mini MBA costs in 2021, both paid after
the end of the year. Conversely 2022
cash conversion is impacted by lower
bonuses but maintained close to 100%
by an increase in deferred revenue from
subscriptions.
MAP23
In January 2021 the Group announced its
MAP23 strategy under which it will raise
Adjusted EBITDA margins to 23% by 2023,
while increasing revenues to £45m. The
increase in revenue of 6% and Adjusted
EBITDA margin from 12% in 2020 to 16% in
2021 to 20% in 2022 demonstrates clear
progress towards these objectives. With
current uncertainty over the economic
environment going into 2023, the
achievement of our MAP23 objectives
will be demanding and will require an
unwavering focus on our customer’s needs
and control over our costs, particularly
given inflationary pressures. Further details
of MAP23 can be found in the Strategy
section on page 6.
The Group has made an encouraging
start to 2023 and trading is in line with our
expectations. We are expecting elongated
sales contracting processes with our
customers and pressure on our costs due
to the wider economic situation in the UK
and internationally. We will address this
through a deep focus on our customer
needs, structured pricing increases, robust
negotiation with our suppliers to tighten
control of our cost base and variable
remuneration structures for our senior
management team. We will also continue
our work on the climate and social aspects
of our ESG agenda as set out in our ESG
report.
Financing and bank
covenants
On 16 March 2021 the Group signed a
revolving credit facility with NatWest which
allows the Group to borrow up to £10m
and has a three-year duration with the
option of two further one-year periods. On
5 December 2022, management exercised
the option to extend for one further one-
year period. The Group has not drawn
down any borrowings under the facility.
www.centaurmedia.com
22
Balance sheet
2022
£m
2021
£m
Goodwill and other intangible assets 43.8 44.2
Property, plant and equipment 0.4 2.5
Deferred taxation 1.6 2.4
Deferred income (8.9) (7.8)
Other current assets and liabilities (4.1) (7.1)
Non-current assets and liabilities (0.2)
Net assets before cash 32.8 34.0
Net cash
1
16.0 13.1
Net assets 48.8 47.1
1
Net cash is the total of cash and cash equivalents and short-term deposits.
Goodwill and other intangibles have
decreased by £0.5m as a result of the
amortisation of intangible assets. Property,
plant and equipment has fallen by £2.1m
predominantly due to the cessation of the
property lease meaning the right-of-use
asset has been disposed of. A right-of-use
asset for the new lease will be recognised
on 1 January 2023, and is included in
capital commitments at 31 December
2022, see note 27. Deferred income has
increased by £1.0m mainly as a result of
advance billings on subscriptions. Other
net current assets and liabilities have
increased by £3.0m due to a lower bonus
accrual and a reduction of £1.9m in lease
liabilities, offset by a reduction in trade
receivables.
Going concern
After due consideration, as required under
IAS 1 Presentation of Financial Statements,
of the Group’s forecasts for at least twelve
months from the date of this report and
the effectiveness of risk management
processes, the Directors have concluded
that it is appropriate to continue to adopt
the going concern basis in the preparation
of the consolidated financial statements
for the year ended 31 December 2022.
As detailed under the Risk Management
section, the Directors have assessed the
viability of the Group over a three-year
period to March 2026 and the Directors
have a reasonable expectation that the
Company will be able to continue in
operation and meet its liabilities as they fall
due over that period.
Conclusion
Centaur is continuing to grow organically
despite the macro-economic uncertainties
and year on year is increasing the profit
margin achieved. Together with the strength
of our balance sheet, Centaur is in a good
position to press on towards its ambitious
MAP23 goals and longer-term vision.
Simon Longfield
Chief Financial Officer
14 March 2023
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
23
STRATEGIC REPORT
Alternative performance measures
Measure Definition
Adjusted EBITDA Adjusted operating profit before depreciation and impairment of tangible assets and
amortisation and impairment of intangible assets other than those acquired through a
business combination.
Adjusted EBITDA margin Adjusted EBITDA as a percentage of revenue.
Adjusted EPS EPS calculated using Adjusted profit for the period.
Adjusting items Items as set out in the statement of consolidated income and notes 1(b) and 4
of the financial statements including exceptional items, amortisation of acquired
intangible assets, profit/(loss) on disposal of assets, share-based payment expense,
volatile items predominantly relating to investment activities and other separately
reported items.
Adjusted operating costs Net operating costs excluding Adjusting items.
Adjusted operating profit Operating profit excluding Adjusting items.
Adjusted profit before tax Profit before tax excluding Adjusting items.
Adjusted retained earnings Tax charge excluding the tax charge on Adjusted items.
Adjusted tax charge Profit for the year excluding Adjusting items.
Cash conversion Adjusted operating cash flow (excluding any one-off significant cash flows) / Adjusted
EBITDA.
Exceptional items Items where the nature of the item, or its magnitude, is material and likely to be non-
recurring in nature as shown in note 4.
Free cash flow Increase/decrease in cash for the year before the impact of debt, acquisitions,
disposals, dividends and share repurchases.
Net cash The total of cash and cash equivalents and short-term deposits.
Segment profit Adjusted operating profit of a segment after allocation of central support teams and
overheads that are directly related to each segment or business unit.
Underlying revenue Statutory revenue adjusted to exclude the impact of revenue arising from acquired
businesses, disposed businesses that do not meet the definition of discontinued
operations per IFRS 5, and closed business lines (“excluded revenue”).
www.centaurmedia.com
24
Section 172 Statement
Centaur’s success is built on the strength of our stakeholder relationships. The Board prioritises frequent and open engagement with all
our stakeholders and their views, values and suggestions are at the heart of our decision-making process. In 2022, these interactions
were a key input to our strategic choices in the context of the macro-economic situation. Taking into consideration the factors set out in
Section 172(1)(a) to (f) of the Companies Act 2006, the table below outlines who our key stakeholders are and how we interact with them
when making key decisions for the long-term benefit of the Group. This should be read in conjunction with our ESG report on
pages 29 to 39.
Stakeholder
Group How we engage? Why we engage? What matters to this Group?
Investors Formal documented investor roadshow
meetings, post results presentations and
market updates, as well as other ad hoc
investor meetings.
Paid-for research, including video
interviews, available to all investors via
our website and distributed via press
releases and email.
Annual General Meeting.
Consultation prior, during and post
strategic decision making or execution.
Our investors are integral to
monitoring and safeguarding the
governance of the Group and
increasing shareholder value is
one of our major focus areas.
We work to ensure that
our investors and their
representatives have a good
understanding of, and are
supportive of, our strategy,
business model, opportunity,
culture and approach to ESG.
Strategy and business model
Long term share value growth
and a sustainable dividend
policy
Financial stability and clear
communication
An engaged and proactive
Board who take investors
views into account in
decision making
ESG performance
Customers Every day we interact with a wide variety
of existing and potential customers
through marketing and sales processes
and from face-to-face interaction
at events. This is with a view to
understanding customer requirements/
feedback, to manage their expectations
and to generate long term profitable
revenue.
Our purpose is to advise, inform
and connect our customers to
help them achieve their goals. To
ensure our customers are satisfied
with our offering and continue to
provide repeatable and recurring
revenues, it is vital that we obtain
feedback to understand their
requirements and adapt our
offering to their needs.
The customer experience and
overall customer satisfaction
A provider that listens and
adapts products to their needs
Innovative products which
deliver enhanced value
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
25
STRATEGIC REPORT
Section 172 Statement
CONTINUED
Stakeholder
Group How we engage? Why we engage? What matters to this Group?
Employees DICE (Diversity, Inclusion, Culture and
Engagement) was established in 2019
so that all employees have a voice, and
their views are considered. (More detail of
the work undertaken by DICE in 2022 is
provided in the ESG report.)
Monthly Executive Committee meetings,
monthly senior leadership meetings and
regular team meetings held virtually and
in-person.
Xeim and The Lawyer hold Town Halls to
which all Centaur employees are invited.
Hybrid companywide Town Hall sessions
every two months to update employees
on business and people issues, celebrate
success through the Heroes initiative and
an open Q&A session.
CEO breakfasts have continued leading
to the formation of six Kaizen working
groups to improve key processes
affecting employees.
A weekly online sense check
questionnaire “Engage” measures
employees’ motivation and levels of
engagement providing line managers
with quarterly Engage scores to facilitate
action plans to support team members.
There have been several ad hoc surveys
in 2022 related to working from home,
equipment and return to the office. An
annual employment survey has also been
sent out by DICE.
Annual appraisals and increased focus
on ensuring that all employees had
objectives set at the beginning of 2022.
We held a successful Wellness Week with
a range of sessions focusing on sleep,
nutrition, financial wellbeing, mental
resilience and midlife matters culminating
in a companywide well-being day.
Our diverse workforce of 284
employees (at 31 December 2022)
is our most important asset and
our success depends on their
commitment and job fulfilment.
It is vital to ensure that we take
their needs into account in our
strategic decision making.
To ensure that communication is
clear and understood throughout
the Company, so all employees
understand the purpose and
objectives of Centaur.
The Company is working hard to
drive its status as a destination
employer by creating the right
environment and culture.
Opportunities for career
development and progression
Agile working patterns
Adoption of a hybrid working
model with employees typically
attending the office two days
per week. Senior leaders have
been upskilled on leading
hybrid teams and Brand days
have been introduced to
maximise the impact of days in
the office.
An interactive and motivating
office experience to be
achieved through our new
smaller office footprint from the
start of 2023
An understanding management
team who listens to employees
and are considerate of their
views and values
Opportunity to share ideas and
make a difference
Diversity and inclusion
Centaur’s ESG commitments
www.centaurmedia.com
26
Stakeholder
Group How we engage? Why we engage? What matters to this Group?
Strategic
suppliers
The Company has meetings with
suppliers as appropriate, together with
negotiations on the terms and conditions
of supply.
Strategic suppliers underpin
several key business operations.
Strategic decisions consider the
impact on these suppliers, in
terms of capability, scale, value for
money and risk.
To ensure that the Company
can comply with agreed terms
and conditions
The values of our suppliers
and their high standards of
business conduct
Innovation and product
development
Community The Company supports local communities
and charitable organisations through
direct fundraising and donations.
During 2022, the Company supported
The Trussell Trust and Shooting Stars
Children’s Hospices as its nominated
charities. A total of £5,000 was raised
(2021: £14,400) of which the Company
contributed £2,550 (2021: £14,400).
To be a good corporate citizen
and give back to the communities
and charities that are important
to our employees and to the
Company.
Inclusion of employee
sentiment and what is
important to them
Government
and regulators
The Board’s intention is to behave
responsibly and comply with all applicable
laws and regulations to ensure that
the business operates with integrity,
transparency and accountability, and
acts with high standards and good
governance.
In doing so, we believe we will
achieve our long-term business
strategy and develop our
reputation further in our sector.
To ensure that the business
operates in a legal and
transparent manner, in
compliance with the spirit
of all applicable laws and
regulations.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
27
STRATEGIC REPORT
Stakeholder engagement case study
Stakeholder Return to the office with hybrid working and reintroduction of in-person live events
Overview Following the pandemic the business considered the implications of returning to work in the office. Through
consultation with employees via surveys and DICE as well as other organisations in similar and adjacent industries,
a hybrid way of working was established with most employees coming back into the office two days per week. In
order to maximise effectiveness and to enable collaboration within teams in the office, there is an emphasis on
specific Brand days.
Both the Xeim and The Lawyer business units responded to the desire of their customers to return to live event
experiences with the reintroduction of in-person events including the Festival of Marketing and The Lawyer
Awards.
At the end of 2022 negotiations were completed for the business to move into a smaller office in the current
building with a reduced number of desks to take account of hybrid working, reducing Centaur’s operating costs
and reducing its impact on the environment. The Board were fully supportive of the plan devised by the Executive
Committee and it has been well received by employees as the smaller footprint has engendered a more lively and
fun dynamic in the office.
Investors Focus on future growth of Centaur through the innovation and interaction of its employees.
Increased revenues from delegates and sponsors attending in-person events.
Cost savings by reducing office space.
Customers Reintroduction of in-person events to meet the networking and learning needs of our customers.
Employees Provision of suitable office equipment to safely work from home and encouragement of employees to adopt hybrid
working to benefit from experience in the office.
Continuous online training – mandatory, working practices and skills.
Maintained high level of staff communications and mental health support.
Introduction of Kaizen to involve all employees to continuously improve operations and processes.
Strategic
suppliers
Ensured that all suppliers were paid on time.
Negotiated mutually beneficial contractual terms with regular suppliers for events.
Communities Charity fund raising through office-based activities.
Donations to local foodbanks.
Government
and regulators
Complied with all government regulation regarding guidance on homeworking.
www.centaurmedia.com
28
Environmental, Social and Governance
Environmental
Climate
Centaur recognises the need for continued
focus on reducing its environmental impact,
as well as the importance of improved
reporting of climate-related information to
its shareholders, customers and other key
stakeholders. As a provider of business-to-
business (B2B) intelligence, online learning
and specialist consultancy, Centaur’s
exposure to climate-related issues is less
than that of businesses operating in many
other sectors. The business is people-
orientated, has limited physical assets and
its products and services are predominantly
digital in nature. However, our climate
materiality assessment demonstrates that
this does not mean that the business is
immune from the effects of climate change,
including the environmental impact on
activities such as in-person events.
Centaur is committed to running a long-
term sustainable and environmentally
responsible business.
Centaur’s response to the
recommendations of the
Task Force on Climate-
related Disclosures (‘TCFD’)
Over the last year Centaur has made
significant progress in reporting against
the recommendations of the TCFD across
the four thematic areas of governance,
strategy, risk management and metrics and
targets. Key highlights are as follows:
Governance – We have established a
Climate Steering Committee to support
development of Centaur’s climate
strategy and full alignment with the
TCFD recommendations.
Strategy – We have conducted a
thorough review of our climate-related
transitional and physical risks and, for
the first time, undertaken a scenario
analysis of such risks.
Risk management – We have
strengthened our processes for
identifying, assessing and mitigating
climate-related risks and we now
include climate-related risks in our
risk register.
Metrics and Targets – We have further
developed our understanding of our
Scope 1 and 2 emissions and, for the
first time, analysed and calculated our
Scope 3 emissions.
In 2022, Centaur has complied with the
requirements of LR 9.8.6R by making
climate-related financial disclosures
consistent with all TCFD recommendations
except for the financial component of
the second recommended disclosure
of Strategy and the third recommended
disclosure of Metrics and Targets. Centaur
is committed to working towards full
disclosure against both recommendations,
as described more fully below.
Governance
Centaur's Climate Governance Structure
Describe the Board’s oversight
of climate-related risks and
opportunities
The Board, together with the Executive
Committee, has overall responsibility and
accountability for climate-related risks
and opportunities impacting the Group.
Through the Audit Committee and the Risk
Management approach (see page 40), the
Board has oversight of the climate-related
risks to the business and is responsible
for the mitigations in place for managing
these. The Board also has oversight of
Centaur’s Environmental and CSR Policy
and, through its Non-Executive Director
sponsor, Carol Hosey, the environmental
initiatives organised by Centaur’s employee
engagement committee, DICE.
Centaur benefits from the climate-related
knowledge and experience of its Directors
particularly through their directorships of
other listed companies which have TCFD
obligations namely, Colin Jones, William
Eccleshare and Leslie-Ann Reed (see their
biographies on pages 46 to 47).
In 2023, the Board commits to considering
climate-related matters at least once
annually, either as a standalone agenda
item or under the umbrella of ESG, and
attending at least one climate-related
webinar to further build upon its knowledge
of climate-related issues. Further, Centaur
will explore the possibility of delivering
some focused climate-related risk training
to the Board. The Board also plans to
consider climate with regards to Centaur’s
strategic plans and budgets and will keep
under review the development of climate
key performance indicators.
From 2023, a proportion of the
remuneration of the Executive Directors
and Executive Committee is dependent
on climate-related matters through the
personal objectives element of their annual
bonuses that are equivalent to 20% of their
total bonus opportunity. One of their four
personal objectives is the implementation
and integration of climate-related
governance, strategy, risk management
and metrics and targets into the Group’s
business operations and is equivalent to
5% of their bonus opportunity.
Reporting
The Board
Audit Committee
Executive Committee
Climate Steering Committee
(Legal, Finance, Company Secretary, Event Operations, Data, DICE)
Informing
Continually adapting to the risks
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
29
STRATEGIC REPORT
Environmental, Social and Governance
CONTINUED
Describe management’s role
in assessing and managing
climate-related risks and
opportunities
Centaur has a clear structure for the
assessment and management of climate-
related risks, as shown in the organogram
above. The Board has delegated the
day-to-day operational management of
climate-related risks and opportunities
to the Executive Committee. Centaur has
established a Climate Steering Committee
which reports to the Executive Committee,
oversees sustainability initiatives and
makes recommendations regarding the
strategic management of Centaur’s climate
risks and opportunities. The Committee
is chaired by the Head of Legal and has
representation and input from key internal
functions, as detailed in the organogram
above, as well as members of Centaur’s
employee engagement committee, DICE.
In 2022, the Executive Committee
provided insights into a climate materiality
assessment undertaken in order to further
understand the risks and opportunities that
climate change poses for the business,
as described more fully below. Further, as
part of the Group’s measures to strengthen
the identification and assessment of such
risks and opportunities, climate change
considerations are being embedded into
Centaur’s business-as-usual processes.
This includes, but is not limited to, the
assessment of weather-related events that
may impact our employees and clients and
their ability in particular to attend Centaur’s
in-person events, face-to-face training and
award ceremonies, to ensure related risks
are considered and mitigation measures
are understood and implemented where
appropriate.
Strategy
Describe the climate-related
risks and opportunities the
organisation has identified over
the short (S), medium (M) and
long term (L)
Describe the impact of climate-
related risks and opportunities
on the organisation’s
businesses, strategy and
financial planning
In 2022, with the support of sustainability
consultancy Anthesis Group, Centaur
undertook a climate materiality assessment
which involved a climate screening
exercise with members of management
and key stakeholders to identify and
assess which physical and transitional risks
may impact Centaur’s performance. The
exercise considered the nature of such
impacts and the likelihood of these risks
arising across short (2030), medium (2040)
and long-term (2050) time horizons. Risks
and opportunities were ranked from low
to high priority with the top six risks, as set
out in the table below, taken forward for
pilot scenario analysis to better understand
Centaur’s resilience across differing future
world scenarios.
Centaur plans to identify climate-related
opportunities which allow the Group
to support the transition to a net zero
economy including, for example:
continuing to focus on its digital
strategy, in recognition of the role that
digital technologies can play in helping
to mitigate climate change;
reviewing key suppliers for major in-
person events and awards ceremonies
with a view to ensuring that they
align with Centaur’s sustainability
considerations; and
exploring how to use these events
and our content as platforms to
raise awareness of and promote
the importance of reducing carbon
emissions and the impact of climate
change.
www.centaurmedia.com
30
Risk type and
timeframe
Description of climate-related risks and opportunities, together with Centaur’s mitigations of and resilience
to any such risks
Transitional risks
Reputation
Timeframe:
S M L
Reputational damage from not ‘walking the talk’ or supporting the net zero agenda is recognised as a potential
risk to the business. Misalignment to the global climate action agenda, not keeping up with stakeholder
expectations and not having ambitious commitments within this area could harm the Group’s reputation and
therefore result in reduced demand from customers, investment from shareholders and availability of talent.
Centaur’s enhanced climate governance, including its newly established Climate Steering Committee which will
drive overall direction, the setting of targets and mainstreaming of climate action across all policy domains, is
expected to help to mitigate this risk.
Policy, law and
regulation
Timeframe:
S M L
As the UK has mandated into law a strategy to decarbonise all sectors of the UK economy to meet its net
zero target by 2050, an increase in law and regulation in this area is expected, particularly for publicly listed
companies. New legal and regulatory requirements to improve transparency on climate-related matters will
require the Group to fully understand what must be done to avoid potential for sanctions by regulators. Not
fully understanding or aligning with these requirements could result in reputational damage and/or additional
costs. The climate materiality workshop undertaken by Centaur with Anthesis Group in 2022 has supported
the business in understanding this risk and the requirements of the TCFD and the newly established Climate
Steering Committee, together with Centaur’s existing measures for identifying and addressing changes in policy,
law and regulation, should help to mitigate this risk.
Technology
Timeframe:
S M
With increasing pressures for businesses to reduce their carbon footprints, it is anticipated that certain sectors,
including technology, will be required to change infrastructure to be less carbon intensive. Centaur could
experience an increase in costs for elements such as data hosting, storage and employee travel for in-person
training and events due to potential future carbon taxation. Centaur’s Chief Technology Officer will help to
mitigate against this risk by keeping Centaur’s technology stack and its fitness for purpose in this regard
under review. Opportunities do exist for the Group to align its services and solutions with less carbon intensive
infrastructure to help address its customer’s own climate goals and the wider technological systemic changes
expected.
Physical risks
Flooding
Timeframe:
M L
Flooding is deemed to be a risk to the business, albeit one that is more related to travelling to and from locations
rather than materially affecting operations. Although flooding is anticipated to increase across the UK in future
years, as Centaur does not own any buildings (its office is leased and data centres are owned by third parties),
the exposure to physical damage to its assets is not material to the Group. Additionally, as a large proportion of
the Group’s business is digital with back-ups available on cloud-based storage, should a third-party supplier be
impacted by flooding, there is a low risk of data being lost. Furthermore, our events represent a relatively low
proportion of revenue, so if cancelled or postponed due to flooding, the impact on revenue would not
be material.
Extreme heat
Timeframe:
S M L
The UK heatwave in 2022 heightened awareness of the risk of extreme heat and the impact on the productivity
of staff. Centaur is a UK based business and many UK residential buildings do not have air-conditioning systems.
When working from home, Centaur employees may face increasing challenges in working productively during
heatwaves in the future. The business is somewhat resilient to this as an air-conditioned office is available for
use by its employees. By contrast, the impact of extreme heat on the wider transport infrastructure is outside
Centaur’s control, however, by monitoring weather updates from the MET office, Centaur can ensure that
sufficient mitigation measures are in place to safeguard employee health, safety and wellbeing.
Storms
Timeframe:
S M L
Evidence suggests storms are becoming increasingly powerful, with higher winds and more intense rainfall, as
global air and sea temperatures rise. As a digital business, the impact of increased storms (both frequency and
intensity) may result in power outages and the inability for the Group to operate efficiently is recognised as a
risk. The impact of this on Centaur’s in-person training, consultancy and the hosting of events is also recognised
as a risk to the business. This risk can be mitigated through flexible work locations for staff, use of cloud-based
storage (so that work is backed up in the cloud should Centaur or its employees face power outages) and the
ability to convert face-to-face services to a digital format.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
31
STRATEGIC REPORT
Environmental, Social and Governance
CONTINUED
Following the results of the climate
materiality assessment, the Group
considered actual and potential climate-
related risks and opportunities in its
financial planning through assessing their
impacts on the viability of the business, the
potential impairment of value of business
assets and the potential for contingent
liabilities to arise.
Separately, as described more fully
in ‘Risk Management’ below, Centaur
has undertaken an assessment of the
materiality of such transitional and
physical risks, including scoring each risk
both in terms of the likelihood of a risk’s
occurrence and its potential impact on
the business and considering where it
ranks in relation to other material risks. As
a result of these exercises, Centaur has
concluded that, at present, the transitional
and physical risks identified are expected
to have an immaterial financial impact
on Centaur’s three-year strategy and
financial planning cycle. Further, Centaur’s
investment in new digital products and its
operations are not currently expected to
impact significantly on its business or alter
its risk profile.
We do not currently fully disclose the
impacts of climate-related issues on
financial planning beyond Centaur’s
three-year financial planning cycle due to
transitional challenges including data and
system limitations. Centaur will therefore
consider the materiality and impacts of its
climate-related risks, particularly in respect
of future strategic and financial planning
cycles on an ongoing basis to ensure that
any increase in materiality is identified and
appropriate action can be taken to mitigate
against increased risk. For information
on the potential longer-term impacts of
the climate-related risks, please see the
scenario analysis discussion below.
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario
In line with the TCFD, Centaur has
undertaken a climate-related scenario
analysis including qualitative scenario
analysis considering three climate
scenarios and three-time horizons. Climate
scenarios used include a Paris-aligned
1.5°C scenario (‘Net Zero 2050’), a <2°C
scenario (‘Delayed Transition’), and a 3°C
scenario (‘Current Policies’). The analysis
includes data from the Intergovernmental
Panel on Climate Change (IPCC) and the
Network for Greening the Financial System
(NGFS). The key findings from Centaur’s
scenario analysis are below, and we
intend to further refine and develop our
climate modelling and scenario analysis
capabilities to quantify climate risk in future.
Transitional risks pose a relatively
higher risk than physical risks, however
overall the risks are not deemed to be
financially material;
The level of risk to Centaur is greatest
under the ‘Delayed Transition’ and
‘Current Policies’ scenarios, with the
level of risk increasing over the medium
and longer terms (2040 and 2050);
Aside from under a worst case ‘Current
Policies’ scenario which would see
an increase in unmitigated and
unpredictable climate events with
increasing frequency and severity,
Centaur is generally resilient to the
physical risks associated with climate
change;
Flooding is considered to be the
greatest risk in future scenarios
(particularly the ‘Delayed Transition’ and
‘Current Policies’ scenarios), as this risk
has the greatest percentage change
across time horizons;
Transition risk, and in particular policy
and legal risk, is greatest under the
‘Delayed Transition’ pathway due to the
likelihood of tough but sudden national
policies being put in place to reduce
emissions; and
Under all scenarios, consideration of the
climate via Centaur’s products, services
and actions to support the net zero
transition represents an opportunity
for the company to differentiate itself
from its peers by positioning itself
as a climate conscious organisation
and supporting a reduction in
reputational risks.
www.centaurmedia.com
32
Scenario
Net Zero 2050 (or
‘Paris-aligned’)
Delayed Transition (or ‘disorderly
transition’)
Current Policies (or ‘hot house
world’)
Description This scenario limits global warming
to 1.5 °C through ambitious climate
policies which are introduced
immediately and innovation,
reaching net zero CO emissions
around 2050, giving at least a
50 % chance of limiting global
warming to below 1.5 °C by
2100, with no or little overshoot
(< 0.1 °C) of 1.5 °C in earlier years.
Transition risks are likely to be
driven by higher emissions costs
and changes in business and
consumer preferences. The level
of physical risk is anticipated to be
relatively low.
The scenario assumes global
annual emissions do not decrease
until 2030 and policies are not
introduced until 2030 (or later)
and in a more rapid and disruptive
manner. Technology change is
anticipated to be slow for the first
decade with a rapid increase in
change and innovation anticipated
from 2030 onwards; pushing
carbon prices higher than in the
Net Zero 2050 scenario. As a
result, emissions may exceed the
carbon budget temporarily in the
2020’s and decline rapidly after
2030 resulting in a 67 % chance of
limiting global warming to below
2 °C. This scenario could result in
both higher transition and physical
risks than the Net Zero scenario.
This scenario assumes that only
currently implemented policies
are preserved, leading to higher
physical risks and lower transition
risks than in the other scenarios.
This means that policies in place
at present are not anticipated
to increase in ambition and the
level of action taken to reduce
emissions going forward is
minimal. Technologies are not fully
developed by 2050 and emissions
continue to rise until 2080 leading
to circa 3 °C of warming and severe
climate-related physical risks.
Future World 1.5°C warming <2°C warming >3°C warming
Time Horizons 2030 and 2050 2030 and 2050 2030 and 2050
Analysis for
Centaur Media
The greatest climate-related risks
for Centaur under this scenario
are transitional, particularly those
associated with policy and law and
regulation and, to a lesser extent,
technological shifts. Reputation
is also assessed as a moderately
low transition risk for Centaur in
this scenario. Centaur is mostly
resilient to the physical risks
associated with climate change in
this scenario as the business does
not have significant physical assets
such as warehouses, multiple
offices, or complex supply chains.
The risk is low (or moderately low)
across all of the assessed physical
risks across all time horizons due
to the digital-based nature of the
business and the ability to back-up
work via cloud-storage, or flexibly
work from home or the office in
London.
In a delayed transition, Centaur
is relatively more vulnerable
to reputational risks, ranked
as highest overall. Technology
and policy and legal risks both
represent low risks to the business
in 2030 but quickly progress to
a moderately high risk by 2050
due to the expected introduction
of strong policies needed post-
2030 to limit warming to below
2°C. Centaur is somewhat more
vulnerable to physical risks under
this scenario than the Net-Zero
2050 scenario, but relatively
resilient overall, namely against
heatwaves and storms which
present only a moderately low
risk (again due to the flexible
nature of working from home, the
office and being a digital-based
business). Flooding poses a
moderate risk in 2050 due to the
potential for flooding to damage
wider infrastructure such as data
centres and transport which
could result in delays to Centaur’s
operations. Further analysis into
the locations of data centres shall
be considered for future strategic
decision-making.
Centaur is most vulnerable to the
physical risks under this scenario,
as global efforts to mitigate climate
change are largely insufficient.
This is reflective of changes in
the climate which will impact all
businesses, not that Centaur itself
is more vulnerable than other
businesses also facing similar
climate hazards. Flooding presents
a moderate risk, and storms and
heatwaves a moderately low to
moderate risk due to the changes
in climate and subsequent impacts.
Reputation is the transitional risk
that Centaur is least resilient to
under this scenario based on its
current management measures,
however it has the potential to
better integrate climate into its
products and services to reduce
this risk. Centaur is generally
resilient to the other transitional
risks as under this scenario little
regulatory effort would be made to
mitigate climate change, resulting
in low risk for both policy and legal
and technological shifts across all
time horizons.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
33
STRATEGIC REPORT
Risk Management
Describe the organisations
processes for identifying and
assessing climate-related risks
Describe the organisations
processes for managing
climate-related risks
Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management
Centaur’s processes for identifying,
assessing and managing climate-related
risk are integrated into its wider risk
management processes, details of
which are available at pages 40 to 43.
As described there, Centaur’s Board is
ultimately responsible for articulating
the Group’s risk appetite and assessing
principal risks and any associated
mitigations and controls. The Executive
Committee, Company Secretary and
the Head of Legal are responsible for
identifying and assessing risks, including
climate-related risks, and reporting these
to the Board through the Audit Committee.
Risks are formally considered and analysed
at least twice annually by the Executive
Committee and then the Audit Committee,
as described below.
Climate-related risks were incorporated
into Centaur’s risk register for the first
time in 2022. The process for identifying
and assessing the significance of
Centaur’s climate-related risks follows
the same process employed to identify
and determine the significance of all risks
facing Centaur. The Executive Committee
members review the risk register and,
together, they consider whether any new
risks relating to their departmental or
operational areas have arisen which may
require inclusion in the risk register. They
then score each risk both in terms of the
likelihood of a risk’s occurrence and its
potential impact on the business, and rank
the risks in order of materiality based on
their scores.
Mitigations for the risks and any resilience
to such risks are then identified, and
responsibility for ongoing monitoring and
management of each risk is assigned to
a member of the Executive Committee. A
further consideration of the risks is then
conducted by the Audit Committee, who
review and validate or adjust as necessary
the Executive Committee’s conclusions.
This process is repeated at least twice
annually.
Although climate-related risks are not
currently considered to be principal risks
for the Group, they are recognised and
monitored as potential contributors to a
number of principal risks, such as inability
to create a high growth performance
culture and attract and retain key talent,
and inadequate regulatory compliance.
From 2023, climate-related risks will be
formally considered by the Executive
Committee, as well as the Audit Committee,
with reference to the Group’s strategic
aims and its operating environment at least
twice annually as part of the Group’s risk
management processes.
Centaur recognises that it is not immune
to the impacts that physical risks have on
the business and it also recognises the
potential regulatory and reputational risks
associated with the transition to a low-
carbon economy. Centaur actively monitors
and manages its climate-related risks in
order to mitigate their impact including as
follows:
the Group monitors weather-related
events via reliable sources such as the
MET Office so that it can identify and
assess extreme weather events that
may impact the business and, where
necessary, communicate this to relevant
stakeholders, such as our employees
and / or event attendees (mitigation of
physical risks, such as flooding, storms
and extreme heat); and
the Group’s Legal, Co-Sec and Finance
functions regularly review the regulatory
landscape to identify any new policy,
governance requirements or legislation
relating to climate-change (mitigation of
reputation and policy and legal risks).
Environmental, Social and Governance
CONTINUED
www.centaurmedia.com
34
Metrics and Targets
Metrics used by Centaur to assess climate-related risks and opportunities in line with its strategy and risk
management processes
Centaur has focused its key metrics towards the climate-related risks that will have the most impact on the Group in the shorter-term.
These metrics include the following:
KPI Description and risk mitigated
Training of
Directors and key
management
In relation to mitigation of both the reputational risk and the policy, law and regulation risk, Centaur collects
information on both the type and quantum of training undertaken by all Directors, the Executive Committee and
the Climate Steering Committee
Business travel In order to monitor and control the emissions related to business travel and to understand and mitigate against
both physical and technology risks, a record is kept of all significant business travel undertaken by employees
and consultants that either includes air or international travel and/or hotel nights, and an estimation of the
resulting emissions.
Employee office
attendance
In order to monitor and understand the emissions related to employee commuting and to mitigate against
physical risks, a record is kept on a monthly basis of all employees commuting into our London office. Linked
with home location information, commuting emissions data can be calculated at a detailed level as well as
understanding Centaur’s office space requirements
Scope 1, 2 and 3
emissions
In order to monitor and control the emissions related to the past and future significant activities of the Group, the
total of its Scope 1, 2 and 3 emissions and the related ratios of emissions per employee and per £m of revenue
are calculated on an annual basis. This metric will also be used to estimate and inform future decisions such
as those related to the budget and three-year strategy and financial plan. Knowledge and understanding of
current emissions will also be used to inform management of the climate-related impact of new revenue streams,
products and purchased services or supplies.
Carbon offset In order to mitigate Centaur’s reputational risk as well as support any future carbon targets, the Group will keep
a record of the carbon offset initiatives that it undertakes and as a consequence an estimation of the emissions
that are offset.
Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks
Centaur’s energy use and greenhouse gas (GHG) emissions have been assessed using Anthesis Groups RouteZero platform that forms
an accurate and robust GHG inventory across Scopes 1, 2 and 3, aligned with the GHG Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015). Responsibility for emissions sources was determined using the operational control approach. All
emissions sources required under the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations 2016 are
included. This estimate covers all Centaur’s operations that are consolidated in the financial statements and the office leased by Centaur
to conduct these operations. Data including employee commuting has been collected from Centaur’s office based in London. Activity data
was then converted to greenhouse gas estimates using the UK Government’s GHG Conversion Factors for Company Reporting 2022.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
35
STRATEGIC REPORT
Centaur’s emissions from Scope 1, 2 and 3 are set out below. Our reporting on energy use and GHG emissions is in line with the
Streamlined Energy and Carbon Reporting (‘SECR’) legislation. The Scope 1 and 2 emissions from 2021 are shown as a baseline.
31 December
2022
Tonnes
of CO
2
e
31 December
2021
Tonnes
of CO
2
e
Change in
the year %
31 December
2022
Tonnes
of CO
2
e
31 December
2021
Tonnes
of CO
2
e
Change in
the year %
Global carbon footprint assessment Market-based Location-based
Emissions from:
Scope 1 – direct emissions
1
Scope 2 – indirect emissions
1
13 17 (24) 40 46 (13)
Total Scope 1 and 2 emissions 13 17 (24) 40 46 (13)
CO
2
employee ratio Scope 1 and 2
(tonnes of CO
2
per employee) 0.05 0.06 (17) 0.15 0.17 (12)
CO
2
employee ratio Scope 1 and 2
(tonnes of CO
2
per £m revenue) 0.31 0.43 (28) 0.96 1.18 (19)
Scope 3 – employee commuting
2
2,893 548 428 2,893 548 428
Scope 3 – other indirect emissions 2,288 2,045 12 2,298 2,056 12
Scope 3 – total 5,181 2,593 100 5,191 2,604 99
Total (all Scope 1, 2 and 3) 5,194 2,610 99 5,231 2,650 97
CO
2
employee ratio Scope 1, 2 and 3
(tonnes of CO
2
per employee) 19 10 90 19 10 90
CO
2
employee ratio Scope 1, 2 and 3
(tonnes of CO
2
per £m revenue) 125 67 87 126 68 85
1
In the prior year, emissions from gas were reported under Scope 1. This classification has since been revised to Scope 2 to reflect that the gas is consumed via the office lease
arrangement rather than the Group purchasing the gas directly
2
Emissions from employee commuting has been estimated using a distance-based method.
31 December
2022
31 December
2021
Change in
the year %
Total UK and global energy consumption (kWh) 697,478 684,790 2
Scope 3 emissions from employee commuting has increased in 2022 compared to 2021 due to a return to working from the office
following COVID-19. Other Scope 3 emissions have increased due to the increase in operating activities in the year such as events, an
increase in business travel and the increase year-on-year in the level of emissions related to capital purchases such as property, plant and
equipment.
Targets used by Centaur to manage climate-related risks and opportunities and performance against targets
Centaur does not currently employ targets to manage climate-related risks and opportunities and performance against targets due to
transitional challenges, including lack of climate-related data and metrics and system limitations. Having now accurately measured and
disclosed our Scope 1, 2 and 3 emissions for 2022 and reviewed the most material contributors to our carbon footprint, we intend to
assess our ability to reduce these. We are currently considering how we can achieve a net zero target and over what timeframe. Now the
business has identified and understands the potential impacts of climate change on the business, over the course of 2023, Centaur aims
to increase the availability of climate-related metrics to support the Group in setting targets associated with managing potential climate-
related risks and opportunities.
We are also reviewing opportunities to use high-quality carbon offsets to reach carbon neutrality. To help mitigate the impact of our
GHG emissions, in 2021 DICE launched a scheme investing in a new carbon capture project to help mitigate the impact of our emissions
through carbon offsetting, with the United Nations (Eastbourne) Mvule tri-species tree project in Uganda. Centaur’s contribution to this
project is estimated to capture up to 2,500 CO
2
/t per annum over the first ten years, although lower offset levels are achieved in its
initial years.
Environmental, Social and Governance
CONTINUED
www.centaurmedia.com
36
Energy efficiency actions
We continue to measure our carbon footprint
by monitoring our energy usage and we are
pleased to confirm that we are compliant with
the EU Energy Efficiency Directive ‘Energy
Saving Opportunity Scheme’ (‘ESOS’).
After analysis of the emissions data for
2021 and 2022, the key areas contributing
to Centaur’s emissions have been
identified as:
Scope 1 and 2 emissions relating to the
London office space; and
Scope 3 emissions from employee
commuting and purchased goods and
services.
Centaur has taken action to reduce its
emissions in the following ways:
relocation from 1 January 2023 to a
smaller WeWork office space, which is
expected to significantly reduce our
Scope 1 and 2 emissions in 2023;
continuation of hybrid working with
most staff attending the office up to a
maximum of two days a week to reduce
commuting related emissions from
historical levels before Covid. However,
emissions from employee commuting
are nonetheless expected to rise from
2022 to 2023 as the return to working
from the office following Covid took
place in February 2022 and the average
number of employees in the office has
increased over the course of the year;
introduction of an electric vehicle
scheme and continued support of the
cycle to work scheme; and
staff initiatives to encourage good
environmental practices.
Further, in relation to Centaur’s office
space in WeWork, we are achieving an
indirect reduction of our emissions from the
environmental practices and targets that
WeWork has set itself:
Renewable electricity – based in one of
WeWork’s global locations that is sourced
by 100% renewable electricity; and
Sustainable, efficient operations –
reducing energy and water use and
reducing annual waste.
Social
Our people – communication
The Board recognises the importance of
instilling Centaur’s values in the culture of
the Company and the necessity for high
standards of business conduct across
the breadth of the Group; it is integral to
delivering on our strategy.
These values and standards are cascaded
to the business by “walking the talk” led
by the Executive Directors, through the
Executive Committee and the senior
leadership team, to all employees. This is
done through regular all staff updates and
Q&A sessions, Xeim and The Lawyer Town
Hall meetings and other formal and informal
methods of communication. During 2022,
the Company commenced a Kaizen process
which is a Japanese business philosophy
that continuously improves operations and
involves all employees. As part of this, the
CEO has a rolling programme of breakfast
meetings with all non-senior employees to
listen to their ideas to improve the business.
Kaizen sees improvement in productivity as
a gradual and methodical process.
Our people – talent development
Our people are our most important asset
and are crucial to our success. Having the
right people with the right skills at all levels
in our organisation is critical to building a
quality, sustainable business and delivering
our strategy.
Our culture is characterised as customer
focused, commercial, diverse, grounded
and innovative with a "Can do, Will do,
Now!" attitude. Accordingly, career
development, communication and
continuous quality improvement are a
priority. The Kaizen programme is also an
effective way to engage and develop the
talents of our people.
The Company has also recognised that
ESG is of high importance to young talent
when making career choices and the
Group’s disclosure on these matters is
therefore supportive of recruitment efforts.
Our people – training
During the year there has been mandatory
training for all staff on Security, GDPR and
Anti-Bribery and Corruption along with
coaching sessions, webinars on resilience,
training for menopause champions and other
individual role specific training sessions.
Further management training has taken
place and all colleagues have been
through Customer Services training which
was developed internally. 27 colleagues
have completed the MW Mini MBA in
Marketing. Sessions related to diversity and
inclusion were held for men and women –
further detail below.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
37
STRATEGIC REPORT
DICE (Diversity, Inclusion, Culture
and Engagement) – Employee
engagement in action
DICE was formed during 2019 with the
purpose of building a more diverse,
inclusive and engaged workforce through
driving positive change. DICE comprises
twelve employees from across the Group
and is led by one of the CSG. DICE
reports to the CEO and Carol Hosey
is its Non-Executive Director sponsor.
Her role is to ensure that employee
sentiment is clearly communicated to the
Board and that our gender, diversity and
environmental ambitions are realised with
actionable plans.
During 2022 DICE focused its efforts in
five key areas, Diversity and Inclusion,
Communications and Engagement, Social,
Environment and Charity. It continues
to play an integral and valuable role to
support engagement with our workforce,
ensuring that everyone at Centaur
feels connected and helps to build our
community and culture.
DICE is a key driver in Centaur’s
environmental and social policy and has
devised workstreams to support the
business in driving continued change
in 2022. For instance, the Group has a
whistleblowing policy in place enabling
employees to report any concerns about
improper practices, including relating to
its environmental and social responsibility
practices.
During 2022, key DICE initiatives included
the following:
Diversity & Inclusivity
Sessions on Midlife Matters for men
and women and launch of Menopause
Champions;
Gender Diversity – publication of our
Age Pledge; and
Education around Black History Month
and South Asian Heritage Month.
Communications and Engagement
Weekly newsletter;
Wellness Day – given to all staff in
October 2022 which will be repeated
in 2023;
Feedback Forums – 1-to-1 and focus
groups to better understand employee
sentiment and achieve greater
employee satisfaction; and
Annual employee survey.
Social
Two main social events in 2022, the first
in April to “Welcome” everyone back
following the return to working from the
office earlier in the year and the second
in September.
Charity
Volunteer days with the Trussell
Trust; and
A number of fundraising events in the
office including bake sales and a sale of
unwanted gifts to encourage recycling.
Diversity
Centaur strongly encourages diversity
across the Group and considers it an
integral element of ensuring our success
as a business. We profoundly believe that
a workforce with diverse experiences and
diverse ideas makes for a better business,
and we are committed to recruiting and
promoting the most talented people
from the widest pool. To do this, we
offer apprenticeships, internships, and
work experience opportunities to young
people from all backgrounds and provide
equal opportunities for all current and
prospective employees.
The Group has an Inclusion, Diversity and
Equality Policy which covers recruitment
and selection, promotion, training and
development, and standard contract terms
for all staff. DICE has been instrumental in
developing our Antiracism & Inclusivity and
LGBTQ+ pledges and a Community Group
forum exists and acts as a space of openness
and inclusivity where employees can speak
freely about issues regarding race.
As at 31 December 2022, two of our
seven (29%) Board members are female, a
decrease from 33% in 2021 following the
appointment of Richard Staveley in the year
in his role as an adviser to Centaur’s largest
shareholder. Two out of our six (33%)
Executive Committee members (2021: 40%)
are female following the promotion of Ian
Baldwin as Centaur’s CTO in the year. The
Centaur Strategy Group, comprising the
Executive Committee and a small group of
senior leaders in the Company (in total 11
male and 7 female), have been involved in
the development of a number of strategic
projects during 2022.
As at 31 December 2022, 163 (57%) of
our employees are female and 121 (43%)
are male. We proudly support flexible
working opportunities and over 10% of the
workforce is employed on a part-time basis.
Gender pay
We carry out an annual analysis on Gender
Pay. The report for 2022 can be found
at www.centaurmedia.com/corporate-
responsibility/inclusion-diversity. Our mean
average Gender Pay Gap has reduced
between 2021 and 2022 from 24.7%
to 19.4%, although the median average
Gender Pay Gap has increased slightly
from 12.5% to 12.9%.
Environmental, Social and Governance
CONTINUED
www.centaurmedia.com
38
Other initiatives
During 2022, the Board continued
initiatives to support our colleagues. These
included:
access to Unum “Lifeworks”, an
employee assistance programme
providing counselling, support with
Covid, managing finances, assistance
with legal matters and mental health
support services as well as giving
access to virtual GP appointments free
of charge;
five mental health first-aiders
were trained for all employees to
confidentially engage with regarding
any issues they may have. This was
supplemented with a variety of webinars
and initiatives to support those coping
with change and uncertainty, building
resilience and working from home
effectively;
access to NABS, which is a support
organisation for the advertising and
media industry;
maternity buddies and menopause
champions;
recognising the cost-of-living challenges
for approximately half of our employees
who are lower paid by giving them a
mid-year pay rise;
promoting salary sacrifice for
employees to plan financial efficiency
on their pension contributions; and
expert professional advice on financial
education including money saving tips.
Having seen, first-hand, the benefits of
these initiatives, as well as listening to
employee feedback, the Board will be
maintaining these practices going forward.
Health and safety
We are committed to the safety of our
staff and, while the nature of the business
and our WeWork serviced offices make
the risk of work-based accidents relatively
low, the Group takes its responsibilities
for the health and safety of its employees
seriously. We have a detailed health and
safety policy outlining the responsibilities
of our staff to ensure workplace safety and
our Health and Safety Committee, which is
responsible for overseeing the application
of this Policy, meets every six months and
reports directly to the Board.
In normal circumstances, our Office Manager
is responsible for maintaining a safe
environment for employees at our WeWork
offices and an accident book is available to
all staff in reception. We also periodically
carry out internal health and safety
reviews, taking follow up action to maintain
standards where necessary and undertake
staff training in relation to fire safety. To
minimise risk to the health and safety of our
employees in the event of a major disaster
or emergency, our business continuity plan
is regularly revised and tested.
During 2022, employees adopted a
hybrid working model following on from
the response to the Covid pandemic.
However, our Health and Safety Committee
continued to operate and we sent surveys
to employees to ensure they had the right
equipment to work safely and comfortably
from their homes. Based on the responses,
we supplied employees with the necessary
furniture and IT equipment, to ensure
they could work from home in a safe and
healthy way.
Anti-slavery and
human trafficking policy
We implemented the provisions of the
UK Modern Slavery Act 2015 in 2016
and adopted an anti-slavery and human
trafficking policy. Our Slavery and Human
Trafficking Statement is published on our
website in March each year.
Community
The Group supports local communities
and charitable organisations through
direct fundraising, donation and pro-bono
work. In 2022 we made donations to The
Trussell Trust, an organisation that aids a
nationwide network food bank to provide
emergency food and support to people
locked in poverty (£2,500) and Shooting
Star Children’s Hospices (£2,500).
In 2023 the Group will continue to support
Shooting Star Children’s Hospices as well
as Crisis. Both charities have been selected
by colleagues through a selection process
initiated by DICE.
In 2021, donations were made to Beat, an
eating disorders charity (£1,400), The Calm
Zone, a campaign against living miserably
(£4,000 paid after the end of the year), Young
Minds, who support young people’s mental
health (£4,000) and the Mvule Project for
Carbon Capture in Uganda (£5,000).
The Group also offers each employee
a paid day off to spend volunteering for
a not-for-profit cause or charity of their
choice. We also operate a Give-As-You-
Earn scheme through the payroll and
offer employees the option to undertake
Volunteer Days.
Governance
Details on Governance are set out in the
Corporate Governance Report starting on
page 51.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
39
STRATEGIC REPORT
Risk Management
Risk management approach
The Board has overall responsibility for the
effectiveness of the Group’s system of risk
management and internal controls, and
these are regularly monitored by the Audit
Committee. Details of the activities of the
Audit Committee in this financial year can
be found in the Audit Committee Report on
pages 55 to 57.
The Executive Committee, Company
Secretary and the Head of Legal are
responsible for identifying, managing and
monitoring material and emerging risks in
each area of the business and for regularly
reviewing and updating the risk register, as
well as reporting to the Audit Committee in
relation to risks, mitigations and controls.
As the Group operates principally from one
office and with relatively flat management
reporting lines, members of the Executive
Committee are closely involved in day-to-
day matters and are able to identify areas
of increasing risk quickly and respond
accordingly.
The responsibility for each risk identified
is assigned to a member of the Executive
Committee. The Audit Committee considers
risk management and controls regularly
and the Board formally considers risks to
the Group’s strategy and plans as well as
the risk management process as part of its
strategic review.
The risk register is the core element of the
Group’s risk management process. The
register is maintained by the Company
Secretary with input from the Executive
Committee and the Head of Legal. The
Executive Committee initially identifies the
material risks and emerging risks facing the
Group and then collectively assesses the
severity of each risk (by ranking both the
likelihood of its occurrence and its potential
impact on the business) and the related
mitigating controls.
As part of its risk management processes,
the Board considers both strategic and
operational risks, as well as its risk appetite
in terms of the tolerance level it is willing
to accept in relation to each principal risk,
which is recorded in the Company’s risk
register. This approach recognises that
risk cannot always be eliminated at an
acceptable cost and that there are some
risks which the Board will, after due and
careful consideration, choose to accept.
The Group’s risk register, its method of
preparation and the operation of the
key controls in the Group’s system of
internal control are regularly reviewed
and overseen by the Audit Committee
with reference to the Group’s strategic
aims and its operating environment. The
register is also reviewed and considered by
the Board.
As part of the ongoing enhancement of
the Group’s risk monitoring activities, we
reviewed and updated the procedures
by which we evaluate principal risks and
uncertainties during the year including the
consideration of climate-related risks as
described in the ESG report.
Principal risks
The Group’s risk register currently includes operational and strategic risks. The principal risks faced by the Group in 2022, taken from the
register, together with the potential effects and mitigating factors, are set out below. The Directors confirm that they have undertaken a
robust assessment of the principal and emerging risks facing the Group. Financial risks are shown in note 25 to the financial statements.
Rank Risk
Description of risk
and impact
Risk mitigation/control
procedure
Movement in
risk
1
Sensitivity to UK/
sector economic
conditions.
The world economy has been
severely impacted by the Covid
pandemic and the conflict in Ukraine.
The UK is forecast to be in recession
and the inflation rate is over 10%. The
Group continues to have sensitivity
to UK/sector volatility and economic
conditions. The impact has been
acute on some of Centaur’s target
market segments including the
fashion, retail and entertainment
sectors and is also having some
impact on in-person events.
The likelihood of ongoing volatility
in 2023 is expected to be high
including high inflation rates and
there are varying views as to the
timing and extent of any recovery.
We will mitigate the risk relating to
our customers by adapting content to
help them manage in the economic
environment, focus on adding value to
our subscription and eLearning products
and improving user experience and
customer service to protect renewal
rates and new business.
Centaur continues to increase
international organic growth to mitigate
this risk. We are also increasing our focus
on targeting larger scale multinational
businesses which have a more
diversified risk profile.
Many of the Group’s products are
market-leading in their respective sectors
and are an integral part of our customers’
operational processes, which mitigates
the risk of reduced demand for our
products.
The Group regularly reviews the political
and economic conditions and forecasts
for UK, including specific risks such as
inflation, to assess whether changes to
its product offerings or pricing structures
are necessary.
The Board
considers this
risk to have
increased
since the
prior year.
www.centaurmedia.com
40
Rank Risk
Description of risk
and impact
Risk mitigation/control
procedure
Movement in
risk
2
Failure to deliver
and maintain a high
growth performance
culture.
The risk that Centaur
is unable to attract,
develop and retain
an appropriately
skilled, diverse
and responsible
workforce and
leadership team,
and maintain a
healthy culture
which encourages
and supports ethical
high-performance
behaviours and
decision making.
Difficulties in
recruiting and
retaining staff could
lead to loss of key
senior staff.
Centaur’s success depends
on growing the business and
completing the MAP23 strategy. In
order to do this, it depends in large
part on its ability to recruit, motivate
and retain highly experienced and
qualified employees in the face of
often intense competition from other
companies, especially in London.
Investment in training, development
and pay awards needs to be
compelling but will be challenging in
the current economic and operating
climate.
Implementing a diverse and inclusive
working environment that allows
for agile and remote delivery is
necessary to keep the workforce
engaged. It is also required for a
flexible hybrid working model.
Higher staff churn (a challenge for
many companies in our sector) has
been an important issue during the
first half of 2022 but we will need
to keep our policies and practices
under review.
Developing the MAP23 business
strategy and changes required in
skill set and culture are challenging
and costly.
There has been a significant focus on
employee communication this year
including weekly updates, local town hall
meetings, all company Q&A sessions and
staff welfare calls.
We regularly review measures aimed at
improving our ability to recruit and retain
employees. During the year we have
continued to focus on bringing in higher
quality employees to replace leavers or
those in new roles in order to enhance
our strategy particularly in areas such as
marketing, digitalisation, technology and
data analytics.
We track employee engagement through
weekly “check-ins” via our ENGAGE
system to gauge colleague sentiment
and gain an understanding of any key
risks or challenges.
Our employee engagement committee,
DICE, who focus on Diversity, Inclusion,
Culture and Engagement, has helped
to drive forward initiatives relating
to diversity and inclusion, through
communication and social functions. This
is sponsored by the CEO and a Non-
Executive Director.
The CEO has held Kaizen breakfasts
with employees during the year with the
objective of generating a continuous
performance improvement culture within
the Group.
An annual review ensures flight risks
and training needs are identified which
become the focus for pay, reward and
development areas. All London based
staff continue to be paid at or above the
London Living Wage.
Our HR team hold exit interviews for all
leavers to identify and resolve areas of
concern.
The Board
considers
this risk to be
broadly the
same as the
prior year.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
41
STRATEGIC REPORT
Risk Management
CONTINUED
Rank Risk
Description of risk
and impact
Risk mitigation/control
procedure
Movement in
risk
3
Fraudulent or
accidental breach
of our IT network,
major systems
failure or ineffective
operation of IT and
data management
systems leads to
loss, theft or misuse
of financial assets,
proprietary or
sensitive information
and/or inoperative
core products,
services, or business
functions.
Centaur relies on its IT network
to conduct its operations. The
IT network is at risk of a serious
systems failure or breach of its
security controls due to a deliberate
or fraudulent cyber-attack or
unintentional event and may include
third parties gaining unauthorised
access to Centaur’s IT network and
systems.
This could result in misappropriation
of its financial assets, proprietary
or sensitive information (including
personal data or confidential
information), corruption of data,
or operational disruption, such
as unavailability of our websites
and our digital products to users,
unavailability of support platforms
and disruption to our revenue
collection activities.
Centaur could incur significant
costs and suffer other negative
consequences as a result of
this, such as remediation costs
(including liability for stolen assets
or information and repair of any
damage caused to Centaur’s IT
network infrastructure and systems)
as well as reputational damage and
loss of investor confidence resulting
from any operational disruption.
A serious occurrence of a loss, theft
or misuse of personal data could also
result in a breach of data protection
requirements and the effects of this.
See risk 4: Regulatory compliance.
Appropriate IT security and related
controls are in place for all key processes
to keep the IT environment safe and
monitor our network systems and data.
Centaur has invested significantly in
its IT systems and, where services are
outsourced to suppliers, contingency
planning is carried out to mitigate risk of
supplier failure.
Centaur continues to develop its CRM,
e-commerce and finance systems
and has removed a number of legacy
systems in the last 3 years reducing the
Group’s cyber risk.
Centaur has a business continuity plan
which includes its IT systems and there
is daily, overnight back-up of data, stored
off-site.
Websites are hosted by specialist third-
party providers who typically provide
warranties relating to security standards.
All of our websites are hosted on a
secure platform which is cloud hosted
and databases have been cleansed and
updated.
The Group Head of Data ensures that
rigorous controls are in place to ensure
warehouse data can only be downloaded
by the data team. Integration of the
warehouse with current databases and
data captured and stored elsewhere is
ongoing.
Please see risk 4: Regulatory compliance
for specific mitigations relating to the
security of personal data and GDPR
compliance.
The Board
considers
this risk to be
broadly the
same as the
prior year.
www.centaurmedia.com
42
Rank Risk
Description of risk
and impact
Risk mitigation/control
procedure
Movement in
risk
4
Regulatory
compliance (GDPR,
PECR and other
similar legislation)
includes strict
requirements
regarding how
Centaur handles
personal data,
including that of
customers. There is
the risk of a fine from
the ICO, third-party
claims as well as
reputational damage
if we do not comply.
The UK General Data Protection
Regulation (‘GDPR’), the Data
Protection Act 2018 (‘DPA’)
and the Privacy and Electronic
Communications Regulations
(‘PECR’) involve strict requirements
for Centaur regarding its handling
of personal data. Centaur’s
obligations under the GDPR are
complex meaning this area requires
ongoing focus.
PECR includes specific obligations
for businesses like Centaur
regarding electronic marketing calls,
emails, texts and use of cookies and
similar technologies, among other
things.
In the event of a serious breach of
the GDPR and/or PECR, Centaur
could be subject to a significant
fine from the regulator, the ICO, and
claims from third parties including
customers, as well as reputational
damage.
The maximum fines for breaches are
£17.5 million (GDPR) and £500,000
(PECR) respectively and directors can
have liability for serious breaches of
PECR’s marketing rules.
Other countries and jurisdictions
worldwide have their own laws
relating to data and privacy. Where
Centaur is required to comply with
the laws in non-UK jurisdictions
there is a risk that Centaur may
not be compliant with all such laws
and could therefore be subject to
regulatory action and fines from
the relevant regulators and data
subjects.
ICO guidance relating to use of
cookies, and further changes to the
laws relating to data privacy, ad tech
and electronic marketing expected
in the future, will further increase the
regulatory burden for businesses like
Centaur and the requirements in this
regard will need to be kept under
review.
Centaur has taken a wide range of
measures aimed at complying with the
key aspects of the GDPR, DPA and PECR.
The Data Compliance Committee
(overseen by the CFO) monitors
Centaur’s ongoing compliance with data
protection laws.
Staff are required to undertake online
data protection awareness and data
security awareness training annually.
In 2021, Centaur appointed a DPO
(Wiggin LLP) to oversee its compliance
with data protection laws. Further,
Centaur’s in-house legal team keeps
abreast of material developments in data
protection law and regulation and advice
from external law firms is sought where
appropriate.
Given the increasingly global nature
of our business and our customers,
Centaur’s approach to complying with
data protection laws in other jurisdictions
is kept under review.
The Board
considers
this risk to be
broadly the
same as the
prior year.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
43
STRATEGIC REPORT
Risk Management
CONTINUED
Viability Statement
In accordance with provision 31 of the UK
Corporate Governance Code 2018, the
Directors have assessed the viability of
the Group over a three-year period from
signing of this Annual Report to March
2026, taking account of the Group’s
current position, the Group’s strategy, the
Board’s risk appetite and, as documented
above, the principal risks facing the Group
and how these are managed. Based on the
results of this analysis, the Directors have a
reasonable expectation that the Group and
the Company will be able to continue in
operation and meet its liabilities as they fall
due over the period to March 2026.
The Board has determined that the
three-year period to March 2026 is an
appropriate period over which to provide
its viability statement because the Board’s
financial planning horizon covers a three-
year period. In making their assessment,
the Directors have taken account of the
Group’s £10m three-year revolving credit
facility (which allows extensions to 2026 on
similar terms), cash flows, dividend cover
and other key financial ratios over the
period.
The covenants of the facility require a
minimum interest cover ratio of 4 and
net leverage not exceeding 2.5 times. In
the calculation of net leverage Adjusted
EBITDA excludes the impact of IFRS 16.
The Group is not expected to breach any
of these covenants in any of the scenarios
run for the viability statement and is not
forecasting that the facility will be utilised
during the viability period.
The base scenario uses a three-year
forecast to December 2025, which
assumes achievement of MAP23 targets,
with the 2024 and 2025 forecast
continuing that strategy. The three months
to March 2026 are based directly off the
respective forecast in 2025 with inflation
applied. The MAP23 targets were built,
bottom-up during 2020 once the impact
of Covid had become clear. The strategy
focuses on investment and resource
allocation on the Flagship 4, the four
brands we consider our key drivers for
organic revenue growth. Further details
of the MAP23 plan can be found in the
Strategy section of this Annual Report.
The metrics in the base case are subject
to stress testing which involves sensitising
key assumptions underlying the forecasts
both individually and in unison. The key
sensitivity is on Adjusted EBITDA which
is the primary driver of performance in
the viability assessment. This sensitised
scenario assumes that Adjusted EBITDA
is lowered by 10% in every period that the
viability statement covers.
In both the base case and sensitised
scenarios, the Group would not be
required to rely on the revolving credit
facility in order to fund its daily operations.
Sensitising the model for changes in the
assumptions and risks affirmed that the
Group and the Company would remain
viable over the three-year period to
March 2026.
Going concern basis of
accounting
In accordance with provision 30 of the
UK Corporate Governance Code 2018,
the Directors’ statement as to whether
they consider it appropriate to adopt the
going concern basis of accounting in
preparing the financial statements and their
identification of any material uncertainties,
including the principal risks outlined above,
to the Group’s ability to continue to do so
over a period of at least twelve months
from the date of approval of the financial
statements and for the foreseeable future,
being the period as discussed in the
viability statement above, can be found on
page 56.
The Strategic Report was approved by the
Board of Directors and signed by order of
the Board.
Helen Silver
Company Secretary
14 March 2023
www.centaurmedia.com
44
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
45
STRATEGIC REPORT
Board of Directors
COLIN JONES
Chair
Colin joined Centaur in September 2018 and became Chair in June 2019. Prior to June
2018, Colin was CFO of Euromoney Institutional Investor PLC (Euromoney), where he
worked in leadership roles in the UK and US for 22 years. He is also an independent non-
executive director, and audit committee chair, at M&C Saatchi Plc, and a non-executive
director and trustee of City Lit, London’s leading adult education college, where he
chairs the Finance & Commercial Committee. During his time at Euromoney, Colin was
instrumental in its transformation from its traditional media roots to a global, B2B digital
information services group. He also has extensive M&A expertise through Euromoney’s
many successful transactions. Before joining Euromoney, Colin was a Director at Price
Waterhouse Europe, where he qualified as a Chartered Accountant.
Chair of the Nomination Committee and Member of the Remuneration Committee.
SWAGATAM MUKERJI
Chief Executive Officer
Swag joined Centaur in 2016, after creating significant shareholder value previously
at several blue chip FMCG companies, including United Biscuits plc, Diageo plc and
Virgin, where he operated as a value creator, trouble-shooter and change agent. At
Biocompatibles International plc, he led the commercialisation and international growth
of the company, whilst running the product licensing division, increasing the share price
fourfold in a falling market. Since then, he has been a C-suite director of three private
equity backed businesses in a variety of sectors with the common theme of increasing
shareholder value through strategy refresh, transformation and revitalising corporate
culture. He has also led a substantial number of M&A transactions and multi-lender
refinancings. Swag qualified as a Chartered Accountant at PricewaterhouseCoopers LLP
and is a Warwick MBA.
SIMON LONGFIELD
Chief Financial Officer
Simon joined Centaur in November 2019. He spent the previous 10 years as CFO of BMI
Research, a leading provider through its subscriptions model of macroeconomic, industry
and financial market analysis, which was acquired by Fitch Group in 2014. During his time
at BMI Research revenues more than doubled as the company expanded internationally
with Simon’s support. Prior to this, Simon was CFO of Newfound, an AIM-listed property
and leisure group. Simon began his career at PricewaterhouseCoopers LLP where he
qualified as a Chartered Accountant and worked in London and Australia.
WILLIAM ECCLESHARE
Senior Independent Director
William joined Centaur in July 2016. William served as CEO of Clear Channel Outdoor
(NYSE) - one of the world’s largest out-of-home media companies – from 2009 to 2021. He
is Senior Independent Director of Britvic plc and Chair of The Design Council – a charity
by Royal Charter and the UK Government’s strategic advisor on design. William served as
a non-executive director of Hays plc from 2004 to 2014 and was a Partner and Leader of
European Branding Practice at McKinsey & Co from 2000 to 2003. He has also served
in international leadership roles at major advertising agencies, including as European
Chairman and CEO of BBDO (Omnicom); European Chairman of Young and Rubicam (WPP
Group); Global Strategic Planning Director of J. Walter Thompson Worldwide (WPP Group);
and CEO of PPGH/JWT Amsterdam.
Member of the Audit, Remuneration and Nomination Committees.
www.centaurmedia.com
46
CAROL HOSEY
Non-Executive Director (Independent)
Carol joined Centaur on 5 February 2020. Carol has extensive remuneration experience
at executive and board level and has spent over 20 years in senior HR roles, latterly as the
Group HR Director for Mace Ltd, the international consultancy and construction group and
Mitie Group plc.
Chair of the Remuneration Committee and member of the Audit and Nomination
Committees. She is also the Non-Executive Director sponsor of Centaur’s employee
engagement committee known as DICE.
LESLIEANN REED
Non-Executive Director (Independent)
Leslie-Ann joined Centaur on 1 March 2020 and became Chair of Centaur’s Audit
Committee on 31 March 2020. Leslie-Ann is an experienced non-executive director and
chairs the audit committee at Learning Technologies Group plc. She is also chair of the
audit committee and senior independent non-executive director of Bloomsbury Publishing
Plc. Leslie-Ann is a chartered accountant and her executive roles have included CFO of the
B2B publisher Metal Bulletin plc and the online auctioneer Go Industry plc.
Chair of the Audit Committee and member of the Nomination and
Remuneration Committees.
RICHARD STAVELEY
Non-Executive Director
Richard joined Centaur in May 2022 as a non-independent non-executive director with
over twenty years’ experience of equity investing as a fund manager at several successful
fund management businesses, primarily in publicly quoted companies. He is the lead
fund manager at Rockwood Strategic Plc, which holds 6.0% of Centaur, and an advisor to
Harwood Capital LLP, which holds 23.8%. Since qualifying as a Chartered Accountant at
PricewaterhouseCoopers, Richard has worked at Société Générale Asset Management,
River and Mercantile Asset Management and Majedie Asset Management. He is a
Chartered Financial Analyst (CFA) with a Bachelor of Arts from the University of Newcastle.
He is also a non-executive director of Bonhill Group plc.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
47
GOVERNANCE REPORT
Executive Committee
STEVE NEWBOLD
Group Managing Director – Xeim
Steve joined Centaur in March 2015. He is responsible for the eleven brands in the Xeim
portfolio including Econsultancy, Influencer Intelligence, Marketing Week and the highly
successful Marketing Week Mini MBA series. Steve has extensive experience in leading
content-led, multi-channel businesses in both B2B and consumer sectors. He has played
a key role at Centaur in accelerating the growth of the company’s digital information and
training business with a focus on establishing long-term relationships with customers and
developing repeatable revenue streams. Prior to joining Centaur Steve held Managing
Director roles at WGSN, i2i Events, Emap Communications (now Ascential) and Emap
Consumer Media (now Bauer).
JANE WILKINSON
Managing Director – The Lawyer
Jane is Managing Director of The Lawyer. She joined Centaur in August 2021 and has
over 25 years of industry experience, including 18 years at B2B data and information
business Euromoney Institutional Investor Plc, where she played a key role in growing paid
subscriptions and transitioning the business to digital. She was responsible for running
Euromoney Learning Solutions; Institutional Investor and Hedge Fund Intelligence, before
becoming Group Chief Marketing Officer in 2016. Jane has worked with subscription
businesses throughout her career, both B2C and B2B, in the information financial services
and supply chain risk management sectors.
JACQUE MACKENZIE
Chief People Officer
Jacque is the Chief People Officer and joined the Executive Committee in January 2020.
Prior to joining Centaur in 2015, Jacque worked for Lloyds Banking Group, where she
undertook a number of senior HR roles. She also spent five years working for Lloyd’s Retail
Banking Division in Customer Experience and as Head of Engagement in the London 2012
Sponsorship Team. Talent and performance are critical to get right in any business and
Jacque is particularly interested in the role that diversity, culture and engagement play in
ensuring that Centaur achieves its highest potential.
IAN BALDWIN
Chief Technology Officer
Ian joined Centaur as part of the 2012 acquisition of The Profile Group, where he was
Senior Technology Director, and joined Centaur's Executive Committee in November 2022
as Chief Technology Officer. With responsibility for all technology at Centaur, including
digital development, data and IT, Ian has extensive experience running digital and IT teams
and specialises in subscription systems, digital strategy, growth and product innovation. He
has played a critical role at Centaur leading the transformation of the business's print and
digital information services into technology-enabled, scalable, high-growth products. Prior
to Centaur, Ian headed technology at research agency MRIB.
www.centaurmedia.com
48
Directors’ Report
The Directors of Centaur
Media Plc (‘the Company’
or ‘the Group’), a company
incorporated and domiciled
in England and Wales,
present their report on
the affairs of the Group
and Company together
with the audited Company
and consolidated financial
statements for the year
ended 31 December 2022.
There are no significant events since the
reporting date, except the commencement
of the new office lease. Before the end of the
year, the Group signed a lease agreement
for new office space with a commencement
date of 1 January 2023. This lease has a term
of three years until 31 December 2025. See
notes 18 and 27 for further details.
Principal activities
The principal activities of the Group are the
provision of business intelligence, learning
and specialist consultancy to selected
professional and commercial markets within
the marketing and legal professions, our
two sectors. The principal activities of the
Company are those of a holding company.
Business review
The Strategic Report, incorporating
the CEO’s Statement, on pages IFC to
44 sets out a summary of the Group
strategic objectives, business model, key
performance measures, operating and
financial reviews, future developments,
S172 statement, the Environmental, Social
and Governance report and principal risks.
Greenhouse gas emissions
Details of the Group’s greenhouse gas
emissions are included in the Environmental,
Social and Governance report on page 36.
Research and
development activities
The Group invests in systems and website
development activities – see note 10 to
the financial statements for the internally
generated amounts capitalised during
the year. The Group does not incur any
significant research costs.
Dividends
A final ordinary dividend under the dividend
policy in respect of the year to 31 December
2022 of 0.6 pence per share (2021: 0.5
pence) is proposed by the Directors, and
subject to shareholder approval at the
Annual General Meeting, will be paid on
26 May 2023 to ordinary shareholders on
the register at the close of business on 12
May 2023. The total ordinary dividends
paid to shareholders relating to the year will
therefore be 1.1 pence (2021: 1.0 pence).
In addition to the ordinary dividends paid
relating to 2022, a special dividend of 3.0
pence per share was announced in January
2023 and paid in February 2023. A further
special dividend of 2.0 pence per share is
now announced to be paid in March 2023.
Share capital and
substantial shareholdings
Details of the share capital of the Company
are set out in note 21 to the financial
statements. As at 31 December 2022, and
14 March 2023 (being the last practicable
date prior to publication), notifications
of interests at or above 3% in the issued
voting share capital of the Company had
been received from the following:
31 December 2022
%
14 March 2023
%
Harwood Capital LLP 29.86 29.86
Aberforth Partners LLP
1
23.91 23.91
Herald Investment Management 7.32 7.32
Downing LLP 4.56 4.56
Richard Griffiths 3.39
Graham Sherren 3.20 3.20
Artemis Investment Management LLP 4.55 3.01
1
This includes Wellcome Trust Limited which is managed by Aberforth Partners LLP
At 14 March 2023 and 31 December 2022, 4,550,179 (31 December 2021: 4,550,179) 10 pence ordinary shares are held in treasury,
representing 3.01% (2021: 3.01%) of the issued share capital of the Company as at 31 December 2022. As at 31 December 2022, there
were 800,000 (2021: 800,000) deferred shares of 10 pence each which carry restricted voting rights and carry no right to receive a
dividend payment.
Directors and Directors’ interests
The Directors of the Company during the year and up to the date of this report are detailed below. All Directors apart from Richard
Staveley, who was appointed on 16 May 2022, served from 1 January 2021. The Board has decided to continue observing best practice by
offering themselves for re-election annually.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
49
GOVERNANCE REPORT
Directors’ Report
CONTINUED
in note 22 encourages employees’
participation in the Group’s performance.
All employees are regularly briefed on the
financial and economic factors affecting
the Group’s performance and new
initiatives through town hall meetings and
management cascade of information.
Significant agreements
The Group’s bank facility agreement is a
significant agreement that is terminable
on a change of control of the Company. In
addition, awards under certain of the long-
term incentive plans, details of which are set
out in note 22, will vest or may be exchanged
for awards of a purchaser’s shares upon a
change of control of the Company.
Conflicts of interest
Following the implementation of legislation
on conflicts of interest, reflected in the
historical changes to the Company’s
Articles of Association, procedures are
in place to deal with such conflicts which
have operated effectively.
Financial instruments
A statement in relation to the financial
risk management and use of financial
instruments by the Group is presented in
note 25 to the financial statements.
Information required under
the listing rules
In accordance with the UK Financial
Conduct Authority’s Listing Rules (LR
9.8.4C), the information to be included in
the Annual Report and financial statements,
where applicable, under LR 9.8.4, is set out
in this Directors’ Report, with the exception
of details of transactions with shareholders
which is set out on page 71.
Going concern
The Directors have carefully considered
the Group’s net current asset position, have
assessed the Company’s ability to continue
trading, and have a reasonable expectation
that the Company has adequate resources
to continue in operational existence for at
least twelve months from the date of this
report and for the foreseeable future, being
the period shown in the viability statement
on page 44. See note 1(a) of the financial
statements for further details and page 44
for our viability statement.
Subsidiaries
Details of the subsidiaries of the Company
are shown in note 12 to the financial
statements.
Compliance with the UK
Corporate Governance
Code
The Directors’ Statement on Corporate
Governance in respect of the Group’s
compliance with the provisions of the UK
Corporate Governance Code is set out on
page 51.
Auditor and disclosure of
information to the Auditor
The Directors confirm that, so far as the
Directors are aware, there is no relevant audit
information of which the Company’s auditor
is unaware and the Directors have taken all
the steps that they ought to have taken as
Directors in order to make themselves aware
of any relevant audit information and to
establish that the Company’s auditor is aware
of that information.
This confirmation is given and should
be interpreted in accordance with the
provisions of s418 of the Companies
Act 2006. The Directors’ responsibility
statement is included on page 76.
Approved by the Board of Directors and
signed by order of the Board.
Helen Silver
Company Secretary
14 March 2023
Qualifying third party
indemnity provisions
By virtue of article 231 of the Articles of
Association of the Company, a qualifying third-
party indemnity provision (within the meaning
given by section 234 of the Companies Act
2006) is in force at the date of this report in
respect of each Director of the Company and
was in force throughout the year.
The Company has purchased appropriate
insurance in respect of legal actions
against Directors and officers.
Charitable and political
donations
The Group supports local communities
and charitable organisations through direct
fundraising, donation and pro-bono work and
details of the charitable donations it made in
2022 can be found in the community section
of the Section 172 statement.
No political donations were made during
the year (2021: £nil).
Employment policy
The Group is an equal opportunities
employer and appoints employees based on
their skill, experience and capability without
reference to age, gender, sexual orientation,
ethnic group, religious beliefs, disability or
any other personal characteristics.
It is the Group’s policy to give full
consideration to suitable applications
for employment by disabled persons.
Opportunities also exist for employees
of the Group who become disabled to
continue in their employment or to be
trained for other positions in the Group.
The Group actively encourages employee
involvement at all levels, both through
monthly employee briefings and by direct
access to managers and the Executive
Committee. Our employee engagement
committee known as DICE was set up in
2019 on which more details can be found in
the Strategic Report on page 38. In addition,
the Share Incentive Plan as described
Number of ordinary
shares held at
1 January 2022
Shares acquired
during the year
Number of ordinary
shares held at
31 December 2022
Number of ordinary
shares held at
14 March 2023
Swagatam Mukerji 403,448 257,208 660,656 661,519
Simon Longfield 72,769 72,769 72,769
Colin Jones 140,000 140,000 140,000
William Eccleshare
Carol Hosey
Leslie-Ann Reed
Richard Staveley (appointed 16 May 2022)
The Directors’ interests in long-term incentive plans are disclosed in the Remuneration Committee Report on pages 59 to 75.
www.centaurmedia.com
50
Directors’ Statement on
Corporate Governance
The Board is committed
to high standards of
corporate governance and
supports the UK Corporate
Governance Code published
in 2018. The Board sets out
its report below on how
the Group has applied the
principles of, and complied
with, the UK Corporate
Governance Code during
the year.
Compliance statement
The Company has applied the provisions
set out in the UK Corporate Governance
Code throughout the year. The Board is
committed to maintaining a structure which
establishes a sound corporate governance
framework on behalf of the Company’s
shareholders. Throughout the year, the
Group has complied with all the provisions
of the UK Corporate Governance Code
except for the provision set out below.
In respect of Provision 38 of the Code,
Executive Directors’ pension contributions
are in line with the Remuneration
Policy approved at the AGM in 2022.
In 2022, Swagatam Mukerji received a
pension allowance equivalent to 9% of
annual salary, the rate at the time of his
appointment in 2016. After discussion at
the beginning of 2022 the Remuneration
Committee agreed that from 1 January
2023 this will be reduced to 8% and by a
further 1% a year for each of the 3 following
years to align his pension arrangements
with the general workforce at 5% from 1
January 2026.
The Board
As at 31 December 2022, the Board had
five Non-Executive Directors and two
Executive Directors (Chief Executive and
Chief Financial Officer). On 16 May 2022
Richard Staveley, a representative of our
largest shareholder, was appointed to
the Board as one of the Non-Executive
Directors. Biographies for each currently
serving Director are shown on pages
46 to 47. The Board endeavours to maintain
diversity in its composition with respect
to gender, skills, knowledge and length of
service in order to ensure the balanced
and effective running of the Company.
Colin Jones is Chair of the Board and was
independent on appointment. He leads the
Board and ensures that both Executive and
Non-Executive Directors make available
sufficient time to carry out their duties in
an appropriate manner, that all Directors
receive sufficient financial and operational
information and that there is proper debate
at Board meetings.
The Board is responsible for the leadership
of the Company and the Group, and in
discharging that responsibility it makes
decisions objectively and in the best
interests of the Group and its stakeholders.
The Section 172 Statement is set out in
the Strategic Report on pages 25 to 28.
The Board sets the vision, culture, values
and standards for the Group. The balance
of the Board, together with the advice
sought from the Executive Committee
members and the Company’s external
advisors, ensures that no one individual
has unfettered powers of decision. The
Board delegates day-to-day responsibility
for the running of the Company to the Chief
Executive.
The Chair is responsible for the effective
performance of the Board through a
schedule of matters reserved for approval
by the Board (comprising issues considered
most significant to the Group in terms of
financial impact and risk) and control of the
Board agenda. The Chair conducts Board
and shareholder meetings and ensures
that all Directors are properly briefed. The
Chief Executive, supported by the Chief
Financial Officer and Executive Committee,
is responsible to the Board for running
the business and implementing strategy.
The Board reviews the performance of the
Executive Directors and the Group against
agreed budgets and against the Group’s
objectives, strategy and values.
The Senior Independent Director is William
Eccleshare, who is also a member of the
Remuneration, Audit and Nomination
Committees. The Company Secretary
is Helen Silver. The Company Secretary
assists the Chair in ensuring there is
efficient communication between all
Directors, the committees and senior
management, as well as the professional
development of Directors. Independent
advisors including lawyers, remuneration
specialists and the external auditor are
available to advise the Non-Executive
Directors at the Company’s expense.
All the Non-Executive Directors, apart
from Richard Staveley, are independent,
and the Chair was independent on
appointment. Committee meetings are
held independently of Board meetings
and invitations to attend are extended by
the Committee Chair to other Directors,
the Group’s advisors and management
as appropriate. The terms of reference
of the Audit Committee, the Nomination
Committee and the Remuneration
Committee, including their roles and the
authority delegated to them by the Board,
are available on request from the Company
Secretary and will be available at the AGM.
Board meetings
During the year, the membership of the Board and of each committee was as follows:
Board Role Audit Committee Remuneration Committee Nomination Committee
Colin Jones Chair Member Chair
William Eccleshare Senior Independent Director Member Member Member
Carol Hosey Non-Executive Director Member Chair Member
Leslie-Ann Reed Non-Executive Director Chair Member Member
Richard Staveley
1
Non-Executive Director
Swagatam Mukerji Chief Executive
Simon Longfield Chief Financial Officer
1
Richard Staveley was appointed as a Non-Executive Director on 16 May 2022
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
51
GOVERNANCE REPORT
Directors’ Statement on
Corporate Governance
CONTINUED
The number of scheduled full Board meetings and committee meetings during the year along with attendance of Directors was as follows:
Board
1
Audit Committee Remuneration Committee
2
Nomination Committee
3
Number of scheduled
meetings held: 7 5 3 2
Meetings
attended
Meetings
eligible to
attend
Meetings
attended
Meetings
eligible to
attend
Meetings
attended
Meetings
eligible to
attend
Meetings
attended
Meetings
eligible to
attend
Colin Jones 7 7 _ _ 3 3 2 2
William Eccleshare
4
7 7 4 5 3 3 2 2
Swagatam Mukerji 7 7
Simon Longfield 7 7
Carol Hosey 7 7 5 5 3 3 2 2
Leslie-Ann Reed 7 7 5 5 3 3 2 2
Richard Staveley 4 4
1
One additional unscheduled Board meeting was held during the year.
2
One additional unscheduled Remuneration Committee meeting was held during the year.
3
Two additional unscheduled Nomination Committee meetings were held during the year.
4
William Eccleshare was unable to attend one of the Audit Committee meetings due to illness.
If a Director is unable to attend a meeting
he or she is provided with the same level
of information as the other Directors in
advance of the meeting and given the
opportunity to express views, which will
then be shared at the meeting.
In addition to the key items identified for
discussion by the Committees above, the
Board discussed the following matters at
the Board meetings during the year:
Review of financial performance against
budget and prior year ;
Decisions regarding the return to
working from the office and hybrid
working;
Review of dividend policy and
payments;
Return of capital to shareholders;
Review and approval of budgets;
Review of Group key performance
indicators;
Approval of financial reports and
communication to shareholders and
investors; and
Approval of the Group’s internal control
policy, including a robust assessment
of the principal and emerging risks,
corporate governance environment and
environmental issues.
Board assessment and
Directors’ performance
evaluation
The Board undertakes a formal evaluation
of its own performance and that of its
committees and individual Directors.
Individual evaluation aims to show whether
each Director continues to contribute
effectively and to demonstrate commitment
to the role (including commitment of time
for Board and committee meetings and
other duties). Evaluations are undertaken
annually by self-assessment and the Chair’s
performance is also evaluated by the other
Non-Executive Directors at a separate
meeting for this purpose each year.
In addition, the Chief Executive is subject
to an annual performance review with the
Chair. New Directors receive an induction
programme and all the Directors are
encouraged to undertake continuous
professional development programmes
as appropriate. The Group maintains
insurance cover in respect of legal action
against its Directors.
Management structure
The Board delegates the day-to-day
running of the Company to the Executive
Directors, who in turn share the operational
running of the Group with the Executive
Committee. On 7 November 2022, Ian
Baldwin was appointed to the Executive
Committee as Chief Technology Officer.
Throughout the year, the Executive
Committee was the primary body
implementing operational management
across the Group.
The role of the Executive Committee is to
review:
Financial performance, the budget and
forecasts;
Human capital management and
resource allocation including capital
expenditure;
Operational efficiency and
developments (including Group IT,
procurement and facilities);
Product development;
Market development;
Business continuity planning;
Internal and external communications;
Business transformation and change
management; and
Acquisition and disposal plans.
The biographies of the members of the
Executive Committee are set out on
page 48.
Relations with shareholders
The Company encourages meaningful
dialogue with all stakeholders. Shareholder
communication centres primarily on the
publication of annual reports, periodic
press releases, investor presentations,
analyst research on Centaur’s website and
trading updates. The Chair and Executive
Directors are available for discussions
www.centaurmedia.com
52
with shareholders throughout the year
and particularly around the time of results
announcements. During the year, meetings
were held with major shareholders
following the preliminary results in March
and the interim results in July.
The Senior Independent Director is also
available should any shareholder wish
to draw any matters to his attention.
The Directors are available for comment
throughout the year and at all General
Meetings of the Company. Centaur values
the views of its shareholders and recognises
their interest in the Company’s strategy and
performance, Board membership and quality
of management. The Group therefore has
an active programme to meet and make
presentations to its current and potential
shareholders to discuss its objectives.
More details on engagement with our
stakeholders are set out in the Section 172
Statement in the Strategic Report on pages
25 to 28.
Investors are encouraged to attend the
AGM and to participate in proceedings
formally or sharing their views with Board
members informally after the meeting. The
Chairs of the Audit, Remuneration and
Nomination Committees are available to
answer questions. Separate resolutions are
proposed on each issue so that they can
be given proper consideration and there is
a resolution to approve the annual report
and financial statements. Consistent with
last year’s AGM, shareholders will be given
the opportunity to email questions to the
Board prior to the AGM in 2023.
The Company counts all proxy votes and
indicates the level of proxies lodged on
each resolution, after it has been voted on
by a show of hands. All shareholders can
gain access to the annual reports, trading
updates, announcements, research, press
releases and other information about the
Company through the Company’s website,
www.centaurmedia.com.
Risk assessment
Risks that affect or may affect the
business are identified and assessed,
and appropriate controls and systems
implemented to ensure that the risk is
managed. The Group’s risk register is
kept by the Company Secretary with input
from the Executive Committee and Head
of Legal and is reviewed by the Audit
Committee regularly with appropriate
mitigation actions also being reported to
and overseen by the Audit Committee.
Principal and
emerging risks
The principal and emerging risks facing the
Group, with associated mitigating controls,
are detailed on pages 40 to 43 within the
Strategic Report.
Ethics
The Group carries out its business in a
fair, honest and open manner, ensuring
that it complies with all relevant laws and
regulations. The Company has specific
policies on fraud, Director conflict, bribery,
whistleblowing and slavery and human
trafficking, which are widely distributed
and compliance with these policies is
monitored. The HR team ensures that new
job opportunities are made available to
existing employees as well as to outside
applicants and that all employees are
able to benefit from training, career
development and promotion opportunities
where appropriate. The recruitment of new
personnel is made without prejudice and
the Group believes in equal opportunity
and encourages diversity. The analysis
of the Group’s workforce and Board by
gender is set out in the Environmental,
Social and Governance Report on page 38.
Through all our interactions with our
customers and partners we ensure that we
treat them fairly and openly while abiding
by the terms of contracts and relevant law.
Equally, we treat our suppliers fairly, and
do not exploit them or their employees,
including the objective of paying all
suppliers within the agreed payment terms.
Monitoring of controls
The Board has overall responsibility for the
effectiveness of the Group’s system of risk
management and internal controls, and
these are regularly monitored by the
Audit Committee.
Details of the activities of the Audit
Committee in this financial year can be
found in the Audit Committee Report on
pages 55 to 57.
Greenhouse gas emissions
The disclosure in respect of the
greenhouse gas emissions of the Group
that are attributable to human activity in
tonnes of carbon dioxide is set out in the
Environmental, Social and Governance
Report on page 36.
Fraud
While the Group cannot guarantee
to prevent fraud, an internal control
framework is in place to reduce the
likelihood of fraud arising. The Group’s
whistleblowing policy is available to
employees on the Company’s intranet,
should any employee become aware of any
incidence of fraud.
Directors’ conflicts
Group and subsidiary Directors are
required to notify their employing company
of all directorships they hold. Annual
conflict of interest disclosures require
them to disclose such directorships or
other relationships, which they or a person
connected to them may hold. Richard
Staveley represents significant shareholder
interests as an adviser to Harwood Capital
and when appropriate will recuse himself
from Board discussions if there is the
possibility of a conflict. These are reviewed
by the Board to assess the impact on the
Company and whether it would impair the
Group’s objectives.
Bribery Act 2010
In response to the Bribery Act 2010,
the Board performed a risk assessment
across the Group and formalised its policy
to prevent bribery. The Board has in
place processes to prevent corruption or
unethical behaviour. The policy explains
what is considered a bribe or facilitation
payment, which are prohibited, and
provides guidance over the levels of
gifts, entertainment and hospitality that
are considered reasonable. Training is
mandatory for all employees. During 2022,
an online training programme was made
available to all employees. The Group’s
policy is communicated to all appropriate
third parties. The more rigorous processes
around declaring Directors’ interests
and identifying potential conflicts have
improved the regular monitoring of the
Group’s policy.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
53
GOVERNANCE REPORT
Directors’ Statement on
Corporate Governance
CONTINUED
Whistleblowing
The Company is committed to the highest
standards of integrity and honesty. Along
with other policies which encourage this
behaviour, the Group’s whistleblowing
policy is available to employees on
the Company’s intranet. This policy
allows all employees to disclose openly,
in confidence or anonymously, any
concerns they may have about possible
improper practices, in financial or other
matters. An escalation process has been
communicated to employees. Any matters
raised will be investigated and resolved.
The Audit Committee will be notified of
any issues raised through this process
and appropriate action taken. However, no
incidents were noted during the year.
Modern Slavery Act 2015
The Company is committed to
implementing and enforcing effective
systems and controls to ensure modern
slavery is not taking place anywhere in its
business or in any of its supply chains. The
Company’s slavery and human trafficking
statement for the purposes of section
54 of the Modern Slavery Act 2015 is
available on the Company’s website, www.
centaurmedia.com. The Group has in
place an anti-slavery and human trafficking
policy which has been made available to
employees on the Company’s intranet and
is notified to all new joiners. Training has
been provided to key employees and the
policy is communicated to suppliers and
other third parties where appropriate.
Capital structure
Information on the share capital structure
is included in the Directors’ Report on
page 49.
Approved by the Board of Directors and
signed by order of the Board.
Helen Silver
Company Secretary
14 March 2023
www.centaurmedia.com
54
Dear Shareholder,
I am pleased to present
the report of the
Audit Committee (‘the
Committee’) for the year
ended 31 December 2022.
This report details the Audit
Committee’s responsibilities
and key activities over
the period.
The role of the Committee is to protect
the interests of shareholders regarding
the integrity of financial information
published by the Group and to oversee the
effectiveness of the external audit. It does
this through reviewing and reporting to the
Board on the Group’s financial reporting,
internal controls and risk management
processes and the performance,
independence and of the external auditor.
Following the appointment of Crowe U.K.
LLP as auditor for the 2020 audit, they
have continued in office and provided their
audit report on 2022 on pages 77 to 80.
Committee composition
The Audit Committee comprises Carol
Hosey, William Eccleshare and myself.
Our biographies are shown on pages 46
to 47. The membership of the Committee
is balanced and is considered to contain
the appropriate combination of recent,
relevant financial experience through the
Chair, as well as competence relevant
to the sector. The Executive Directors,
representatives of the external auditor
and other Group executives regularly
attend meetings at the invitation of the
Committee. The Committee met five times
during the year with attendance as shown
in the Directors’ Statement on Corporate
Governance. Meetings are held throughout
the year and timed to align with the overall
financial reporting timetable. At least once
during the year, the Committee meets
separately with the external auditor without
management and as Chair I am in regular
direct contact with the external auditor and
with the Chief Financial Officer.
Roles and responsibilities
The main roles and responsibilities of the
Audit Committee are to:
Monitor the integrity of the financial
statements of the Group and any
formal public announcements relating
to the Group’s financial performance,
reviewing (and approving) significant
financial reporting judgements
contained in them;
Review and monitor the external
auditor’s independence and objectivity
and the effectiveness of the audit
process, taking into consideration
relevant UK professional and regulatory
requirements;
Review and assess the Annual Report
in order to determine that 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 Company’s position
and performance, business model and
strategy as required by provision 27 of
the UK Corporate Governance Code;
Make recommendations to the Board in
relation to the appointment and terms of
engagement of the external auditor and
to review and approve levels of audit
and non-audit remuneration;
Develop and implement policy on the
engagement of the external auditor to
supply non-audit services;
Review the effectiveness of the
Group’s internal financial control and
risk management systems including
a bi-annual review of the Group’s risk
register;
Review the Groups financial and
operational policies and procedures
to ensure they remain effective and
relevant;
Oversee the whistleblowing
arrangements of the Group and
to ensure they are operating
effectively; and
Report to the Board on how it has
discharged its responsibilities.
Activities of the Committee
during the year
During the year and up until the date of this
report, the Audit Committee undertook the
following activities to ensure the integrity of
the Group’s financial statements and formal
announcements:
Regularly met with management and
the Chief Financial Officer to discuss
the results and performance of the
business;
Received reports from management
on the internal controls covering the
financial reporting process and on data
compliance matters;
Reviewed forecasts relating to the
interim and final dividends;
Reviewed and agreed the external
auditor’s strategy in advance of their
audit for the year;
Reviewed and agreed reappointment
and remuneration of the external
auditor;
Reviewed compliance with requirements
under the UK Corporate Governance
Code, and in particular its impact on the
Strategic Report, Viability Statement and
going concern assessment;
Discussed the report received from the
external auditor regarding their audit in
respect of the prior year, which included
comments on significant financial
reporting judgements and their findings
on internal controls;
Met with other management personnel;
Reviewed and discussed with
management and the Chief Financial
Officer each financial reporting
announcement made by the Group; and
Reviewed compliance with UK-adopted
International Accounting Standards.
The most significant financial reporting
judgements considered by the Audit
Committee and discussed with the external
auditor during the year were as follows:
Audit Committee Report
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
55
GOVERNANCE REPORT
Carrying value of goodwill,
intangible assets and
investments
The Committee has reviewed
management’s assessment of the
recoverability of the Group’s goodwill
and intangible assets at 31 December
2022 and whether there is a need for any
resulting impairment. The recoverable
amount of goodwill has been determined
through value-in-use calculations of each
cash-generating unit (‘CGU’) based on
Board approved forecasts for the first
three years of the value-in-use calculation
and applying a terminal growth rate of
2.5%. Management’s assessment of the
recoverability of the Group’s goodwill and
intangible assets resulted in no impairment
being recognised.
The Committee paid particular attention
to the judgements and assumptions
used to forecast cash flows, particularly
around revenue and Adjusted EBITDA
growth rates. The Committee was satisfied
that the forecasts reflect the CGUs’
historical budgeting performance and that
reasonable sensitivities were performed,
that the value-in-use calculation reflects
management’s best estimate, and that
the booking of no impairment against any
CGU is appropriate. As a result, the Audit
Committee was satisfied with the carrying
value of goodwill and intangible assets in
the Group’s balance sheet.
Further details on goodwill and the
impairment testing are included in note 9 to
the financial statements.
Going concern and viability
The Audit Committee received a report
setting out the going concern review
undertaken by management which forms
the basis of the Board’s going concern
conclusion.
The Group performed well during 2022
with organic growth in revenue and a
37% increase in Adjusted profit before tax
arising from tight control over the Group’s
operating costs and operational leverage.
The Group’s cash generation remained
strong with positive Adjusted EBITDA
resulting in an increase in net cash to
£16.0m at the end of 2022 (2021: £13.1m).
The Committee has reviewed forecasts to
cover the twelve months from signature
date based on the Group’s three-year plan
strategy with downside scenarios explored.
The Committee has also taken into
consideration the special dividends paid
and recommended to be paid after the end
of the year and the £10m revolving credit
facility with NatWest. The Committee has
concluded that the adoption of the going
concern basis is appropriate.
The Committee has also assessed the
statement in relation to the longer-term
viability of the Group and of the Group’s
principal risks to viability, including
reviewing the long-term financial
projections for the period over which
the statement is made, and reviewing
qualitative and quantitative analysis and
scenario testing prepared by management.
The Committee concluded that the
statement in relation to the longer-term
viability of the Group in the Strategic Report
is appropriate.
Adjusting items
Adjusting items in 2022 comprise the
amortisation of acquired intangible
assets, share-based payments, gain on
remeasurement of the office lease and a
lease termination payment relating to the
office. The Committee is satisfied that it
is appropriate to present these items as
adjusting items on the basis that they assist
the user in assessing the core operating
performance of the Group.
The Committee assesses the
appropriateness of all alternative
performance measures disclosed as
adjusting and the impact these have on the
presentation of the Group’s results and is
satisfied that they do not inappropriately
replace or obscure IFRS measures. Further
details on adjusting items are included in
notes 1(b) and 4 to the financial statements.
New accounting standards
No new accounting standards were
introduced during the year. As a premium-
listed company, Centaur was already
required to disclose climate-related
financial disclosures in its 2021
Annual Report.
Risk management
The Group’s management is responsible
for the identification, assessment and
management of risk and emerging risk,
as well as for designing and operating the
system of internal control as set out in the
Strategic Report on pages 40 to 43. The
Committee has assessed management’s
identification of risk and concluded that
appropriate mitigating actions are being
taken. The auditor has also detailed certain
risks in their report and set out the work
performed to satisfy themselves that
these have been properly reflected in the
financial statements. The Committee has
worked closely with management and
received detailed information to assess the
effectiveness of internal financial control
and risk assessment and management
systems, and report on them to the Board
(which retains ultimate responsibility).
Details of financial risks are set out in
note 25.
Having monitored the Group’s risk
management and internal control system,
and having reviewed the effectiveness
of material controls, including financial,
operational and compliance controls, the
Committee confirms on behalf of the Board
that it has not identified any significant
control failings or weaknesses at any time
during the year and to the date of this
report.
Risk of fraud
The Committee considered the risk
of fraudulent financial reporting in the
business and through its review of the
effectiveness of internal controls and
reporting from management has concluded
that adequate controls were in place during
the year.
Whistleblowing
The Committee reviewed the Group’s
whistleblowing policy and is satisfied that
this has met FCA rules and good standards
of corporate governance. Further details of
the whistleblowing policy are set out within
the Directors’ Statement on Corporate
Governance on page 54.
1
Net cash is the total of cash and cash equivalents and short-term deposits.
Audit Committee Report
CONTINUED
www.centaurmedia.com
56
Internal audit
The Committee considered whether it was
appropriate to appoint internal auditors
and concluded that this is not currently
required given the size of the business, its
relatively centralised operations and the
risks identified together with the mitigating
controls. During the year the CFO provides
a report on the significant internal controls
operating within the business and
notes any weaknesses identified during
the period together with appropriate
mitigations. In addition, the external auditor
as part of the audit procedures considers
and evaluates the adequacy of the Group’s
systems and controls relevant to the
financial statements. The auditor reviews
the key cycle processes and assesses the
design and implementation of controls.
Any weaknesses arising from this review
are reported to management who identify
solutions or mitigations. The associated
weakness and recommendations are
discussed with the Audit Committee
to ensure that appropriate actions are
undertaken in order to deliver a satisfactory
resolution.
External audit
The Group’s external auditor is Crowe U.K.
LLP (Crowe) who were appointed as auditor
in November 2020 following a competitive
tender. The Committee monitors the
external audit process to ensure high
standards of quality and effectiveness.
This was assessed throughout the year
using a number of measures, including:
Reviewing the quality and scope of
planning of the audit and the level
of fees;
Monitoring the independence and
transparency of the audit; and
Obtaining feedback from management
and the Directors on the quality
of the audit team, their business
understanding and audit approach, and
approving reappointment.
The Audit Committee has considered
the independence and objectivity of the
external auditor through a careful review of
their terms of engagement, scope of work
and level of fees (which are shown in note
3 to the financial statements).
The external auditor is excluded from
providing any non-audit services that
individually, or in aggregate, may impair the
independence of the auditor. Prior approval
from the Audit Committee is required
for any permitted audit-related or other
services in accordance with the regulations.
During the year, Crowe provided no
services to the Group other than audit and
audit-related (interim review) services.
The external auditor’s report to the
Directors and the Audit Committee
also confirmed their independence in
accordance with auditing standards and the
Committee concurred. Should non-audit
services be required in the forthcoming
year, we are likely to use suppliers other
than Crowe.
Self-assessment
During the period the Audit Committee
performed a formal, questionnaire based
self-assessment, the results of which
confirmed that the Committee continued to
function effectively.
Report to the Board
The Board has requested the Committee
to confirm that in its opinion the Board
can make the required statement that
the Annual Report taken as a whole is
fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
position and performance, business model
and strategy. The Committee has given
this confirmation on the basis of its review
of the whole Annual Report, underpinned
by involvement in the planning for its
preparation, review of the processes to
ensure the accuracy of factual content
and by assurances from the Remuneration
Committee.
Independent auditor
A resolution is to be proposed at the
Annual General Meeting for the re-
appointment of Crowe as auditor of the
Company.
Leslie-Ann Reed
Chair of the Audit Committee
14 March 2023
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
57
GOVERNANCE REPORT
Dear Shareholder,
I am pleased to present the
report of the Nomination
Committee for the year
ended 31 December
2022. This report details
the Committee’s
responsibilities and key
activities over the period.
The Committee comprises myself and
the three independent Non-Executive
Directors, William Eccleshare (Senior
Independent Director), Carol Hosey and
Leslie-Ann Reed.
The appointment of Directors is a matter
for the Board, which considers the
recommendations of the Nomination
Committee. In May 2022 following
discussion with the Company’s largest
shareholders, Richard Staveley was
appointed as a non-independent Non-
Executive Director. Richard is regarded
as non-independent as he represents
the interests of Harwood Capital LLP and
Rockwood Strategic Plc which together
hold 29.9% of the Company’s shares.
Nomination Committee
responsibilities
The Committee’s key responsibilities
include:
Reviewing the Board’s structure, size,
composition and diversity;
Reviewing the composition of Board
Committees;
Defining the role and competencies
required for appointments to the Board;
Managing succession planning for
all members of the Board and senior
management team;
Identifying, nominating and reviewing
candidates for appointment to the
Board; and
Reviewing the leadership needs of the
organisation, including Executive and
Non-Executive Directors as well as
senior management.
Activities during the year
The main areas of focus for the Committee
during the year were a continued review of
succession planning and the consideration
of Board and Executive Committee
appointments including:
A separate meeting dedicated to
succession planning for senior
management roles;
The appointment of Richard Staveley
as a non-independent Non-Executive
Director; and
The internal appointment of Ian Baldwin,
Chief Technology Officer, to the
Executive Committee.
Diversity
In anticipation of the new requirement set out in Listing Rule 9.8.6R(10), the gender identity of the Board and the Executive Committee at
31 December 2022 and the date of this report is as follows:
Board members
Percentage
of Board
1
Number of
senior positions
on Board
Executive
Committee
members
Percentage
of Executive
Committee
2
Men 5 71% 4 4 67%
Women 2 29% 2 33%
1
Following the appointment of Richard Staveley in May 2022, female representation on the Board has reduced from 33% to 29%.
2
Following the internal promotion of Ian Baldwin to the Executive Committee in November 2022, female representation on Exco has reduced from 40% to 33%.
The ethnic background of the Board and the Executive Committee at 31 December 2022 and the date of this report is as follows:
Board members
Percentage
of Board
Number of
senior positions
on Board
Executive
Committee
members
Percentage
of Executive
Committee
White British 6 86% 3 5 83%
Asian British 1 14% 1 1 17%
The Committee is committed that in due course, when any of the senior Directors retires from the Board, it will look to appoint a Director
that fulfils the targets set out in Listing Rule 9.8.6R(9) on diversity into one of the senior positions of Chair, Senior Independent Director,
CEO or CFO.
DICE continues to play an integral role in supporting engagement with our workforce on Diversity, Inclusion, Culture and Engagement.
Our policy on Board diversity is set out in the Directors’ Report above and further details of diversity/gender in the Company are set out in
the Environmental, Social and Governance Statement on page 38.
Colin Jones
Chair of the Nomination Committee
14 March 2023
Nomination Committee Report
www.centaurmedia.com
58
Dear Shareholder,
On behalf of the Board,
I am pleased to present the
Directors’ Remuneration
Report for the year ended
31 December 2022.
This report is in three parts: (i) this Annual
Statement; (ii) the Directors’ Remuneration
Policy report, which sets out the
Remuneration Policy approved
by shareholders at the AGM held on
11 May 2022; and (iii) the Annual Report on
Remuneration.
2022 has continued to be a challenging
year as a whole with war breaking out in
Ukraine, high inflation and three Prime
Ministers for the UK, demonstrating some
of the turmoil. The impacts to the economy
and the cost-of-living for employees have
been significant and will take considerable
time to remedy.
Centaur has supported employees with
these cost-of-living challenges by making
exceptional pay increases of between 2%
and 6% to all employees earning £40,000
or less, from 1 October 2022. This was in
addition to the average 4% pay rise across
the Group on 1 April 2022 and the payment
of a £750 bonus to all employees in March
2022 relating to 2021. The October pay
rise had a positive enduring impact for
50% of our employees and was very well
received by all employees.
In addition, Centaur has supported
employees with a range of actions to
assist them in managing their own financial
wellbeing, including:
The provision of a Financial Education
package including webinars delivered
by a Certified Financial Coach covering
a range of topics including budgeting,
money management and dealing
with debt;
The launch of a Financial
Wellbeing App;
Bi-monthly emails offering money saving
and money management tips; and
Regular communications on salary
sacrifice schemes, government
childcare tax free scheme, Benefit
Hub savings and other practical hints
and tips.
Performance of the Group over this last
year shows a change in behaviour amongst
our clients; greater time and consideration
is being given to contracts and their
expenditure and Centaur is responding
to this change in dynamics to ensure it is
equipped to meet these future challenges.
Whilst it has been challenging, we have
seen a positive financial performance in
2022 and this will be reflected in the 2022
annual bonus and 2020 LTIP award vesting
levels as detailed below.
Committee membership
and work of the Committee
during the year
During the year, Centaur’s Remuneration
Committee comprised myself, Colin Jones,
William Eccleshare and Leslie-Ann Reed.
The Committee had three scheduled
meetings during 2022 and met one further
time. The main Committee activities during
the year (full details of which are set out
in the relevant sections of this report)
included:
Agreeing Executive Director base salary
levels from 1 April 2022;
Agreeing the performance against the
targets for the 2021 annual bonus;
Agreeing the targets for the 2022
annual bonus plan;
Agreeing the award levels and
performance targets for the 2022
LTIP awards;
Reviewing the Company’s share dilution
capacity for LTIP awards;
Reviewing and setting remuneration for
the Directors and Executive Committee;
Reviewing workforce remuneration and
alignment of workforce incentives and
rewards; and
Reviewing gender pay numbers and
disclosures and the CEO Pay Ratio
requirements.
In addition, the Committee has considered
how the Policy and practices are consistent
with the six factors set out in Provision 40
of the UK Corporate Governance Code:
Clarity
Our Policy (approved by shareholders
in 2022) is understood by our senior
executive team and has been clearly
articulated to our shareholders and
representative bodies (both on an
ongoing basis and when changes are
proposed).
Simplicity
The Committee is mindful of the
need to avoid overly complex
remuneration structures which 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.
Risk
Our Policy has been designed to
ensure that inappropriate risk-taking is
discouraged and will not be rewarded
via: (i) the balanced use of annual and
long-term pay with a blend of financial,
non-financial and shareholder return
targets; (ii) the significant role played
by equity in our incentive plans; and (iii)
malus/clawback provisions.
Predictability
Our incentive plans are subject to
individual caps and our share plans
are subject to market standard dilution
limits.
Proportionality
There is a clear link between individual
awards, delivery of strategy and
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.
Alignment to culture
Our executive pay policies are aligned
to our culture through the use of metrics
in our incentive plans.
Remuneration Committee Report
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
59
GOVERNANCE REPORT
Performance and Reward in
respect of 2022
The Group saw good year on year growth
in revenue, profit and cash performance.
We delivered £41.6m of revenue and the
Group's Adjusted EBITDA performance for
the year generated a margin of over 20%
reflecting the high-quality revenue streams
and the operational leverage inherent
within the Group. While macroeconomic
conditions and inflationary pressures
resulted in growth slowing in the year, the
performance in 2022 demonstrates the
Group's overall resilience as it continues
to make progress into the final year of its
Margin Acceleration Plan 2023.
Reflecting this performance, the annual
bonus awards for 2022 were 69.7% of
salary (69.7% of max) for Swagatam Mukerji
and 68.0% of salary (68.0% of max) for
Simon Longfield as a result of Adjusted
EBITDA performance being between
the threshold and maximum, revenue
performance being below threshold
and the partial achievement of personal
objectives.
In relation to the 2020 LTIP awards
granted to both Swagatam Mukerji and
Simon Longfield on 30 June 2020, the
Adjusted EBITDA margin and Adjusted
Basic EPS targets were achieved in full
and TSR, the performance period for
which runs to 30 June 2023, is currently
in the upper quartile of the comparator
group. As such, the 2020 LTIP is currently
forecast to vest at 100%. Prior to vesting
in June 2023, the Committee will consider
the appropriateness of the vesting levels
and values in light of the stakeholder
experience. The Committee will also
consider the extent to which there has
been a windfall gain, although the
Committee has already sought to address
this risk given award levels were reduced
at the grant date from normal levels (from
100% to 75% of salary).
Further details of the annual bonus award
and forecast vesting of the 2020 LTIP
awards are presented in the Annual Report
on Remuneration.
Implementing the
Remuneration Policy
for 2023
The base salaries of the Executive
Directors are expected to increase
on 1 April 2023 by 5% in line with the
proposed general workforce increases
of 5% albeit in addition to this, cost of
living increases of between 2% and 6%
were awarded to all employees earning
£40,000 or less (circa 50% of the
employee population) from 1 October
2022. This will take Swagatam Mukerji’s
salary from £336,200 to £353,000 and
Simon Longfield’s salary from £200,000
to £210,000.
Simon Longfield will continue to receive
a pension allowance equivalent to
5% of salary, in line with the pension
arrangements for the general workforce.
Swagatam Mukerji will receive a
pension allowance equivalent to 8% of
salary (reducing by 1% of salary each
year such that it will be 5% of salary
from 1 January 2026).
The maximum annual bonus for
Executive Directors will continue to be
set at 100% of salary. The majority of
bonus potential (80%) will be measured
against financial-based targets with a
minority (20%) based on strategic and
personal objectives that incorporates
ESG objectives including one related
to climate. Any annual bonus greater
than 75% of salary will be awarded in
Centaur Media Plc shares and deferred
for three years.
LTIP awards are expected to be granted
on a basis consistent with awards
granted in prior years in terms of grant
levels (100% of salary). Performance
targets are expected to be based one-
third on Adjusted EBITDA performance,
one-third on Adjusted Basic EPS and
one-third on relative TSR.
Shareholder consultation
and AGM approvals
At the 2023 AGM, there will be an advisory
resolution on the Annual Statement and
Annual Report on Remuneration for the
year ended 31 December 2022. I hope we
continue to receive your support.
Carol Hosey
Chair of the Remuneration Committee
14 March 2023
Remuneration Committee Report
CONTINUED
www.centaurmedia.com
60
The Directors’ Remuneration Policy (Policy)
approved by shareholders at the
11 May 2022 AGM is set out below.
Policy scope
The Policy applies to the Chair, Executive
Directors and Non-Executive Directors.
Policy duration
The current Remuneration Policy was
passed by a binding shareholder vote at
the Company’s AGM held on 11 May 2022
and became effective from the date of that
meeting. The policy takes into account the
provisions of the UK Corporate Governance
Code which became effective from 1
January 2019, and other good practice
guidelines from institutional shareholder
and shareholder bodies. The Committee’s
current intention is that the Policy will be
operated for the three years until the 2025
AGM. All payments to Directors during the
policy period will be consistent with the
approved policy.
Overview of
Remuneration Policy
Centaur recognises the need to attract,
retain and incentivise executives with the
appropriate skills and talent to manage and
develop the Group’s businesses, drive the
Group’s strategy and deliver shareholder
value. The main principles of the Directors’
Remuneration Policy are:
To achieve total remuneration packages
that are competitive in the sector within
which the Group operates and with the
market in general;
To provide an appropriate balance
between fixed and variable
remuneration which rewards high levels
of performance whilst managing risk to
the business; and
To incentivise and retain management
and to align their interests with those of
shareholders.
Considerations of
employment conditions
elsewhere in the Group
The Committee considers the base salary
increases and remuneration policies and
practice more generally for all employees
when determining the annual salary
increases and remuneration policy for the
Executive Directors. Employees are given
the opportunity to provide feedback to
management and the Board throughout
the year on various matters, including
the Directors’ Remuneration Policy, via
a number of different communication
channels that have been established at the
Company.
Consideration of
shareholder views
The Committee considers shareholder
feedback received in relation to the
Annual Report and AGM each year. This
feedback, plus any additional feedback
received during the course of the year, is
then considered as part of the Company’s
annual review of its Remuneration Policy.
In addition, the Committee will seek to
engage directly with major shareholders
and their representative bodies should any
material changes be made to the Directors’
Remuneration Policy. Details of votes for
and against the resolution to approve last
year’s Remuneration Report and the 2022
Remuneration Policy are set out in the
Annual Report on Remuneration.
Directors’ Remuneration
Policy
The table below sets out the Remuneration
Policy approved by shareholders at the
AGM held on 11 May 2022.
Note that payments may be made under
arrangements in place under a previous
policy (including pension, other benefits
and incentives).
The remuneration offered to employees of
the Group will be adapted to reflect local
market practice and seniority.
Directors’ Remuneration Policy
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
61
GOVERNANCE REPORT
Directors’ Remuneration Policy
CONTINUED
Element
Purpose and link to
strategy Operation Maximum
Performance
targets and recovery
provisions
Base salary Reflects the value of the
individual and their role
Reflects skills and
experience over time
Provides an appropriate
level of basic fixed income
avoiding excessive risk
arising from over reliance
on variable income
Reviewed annually,
normally effective 1 April
Paid in cash on a
monthly basis
Pensionable
Benchmarked against
companies with similar
characteristics and sector
comparators
The Committee has not
set a maximum level of
salary. Increases will be
set in the context of salary
increases amongst the
wider work force
The Committee retains
the discretion to make
increases above this level
in certain circumstances,
for example, but not
limited to:
An increase in the
individual’s scope and
responsibilities
Alignment to the
external market
An increase to
reflect an individual’s
performance and
development in the
role, e.g. where a
new appointment is
recruited at a lower
salary level and is
awarded stepped
increases
Not applicable
Annual bonus Incentivises annual
delivery of financial and
strategic goals
Maximum bonus only
payable for achieving
demanding targets
Targets reviewed annually
Not pensionable
Deferral of any bonus over
75% of base salary into
shares for three years
Dividend equivalents may
be payable on deferred
share awards
100% of salary Normally measured
over a one-year
performance period
Primarily based on
Group’s annual financial
performance (majority)
Personal and/or strategic
objectives (minority)
Malus and clawback
provisions apply
www.centaurmedia.com
62
Element
Purpose and link to
strategy Operation Maximum
Performance
targets and recovery
provisions
Long term
incentives
Aligns to main strategic
objectives of delivering
profit growth and
shareholder return
Annual grant of conditional
awards or nil cost options
A two-year holding period
post vesting applies
for LTIPs granted after
May 2019
Dividend equivalents may
be payable on shares to
the extent awards vest
Awards capped at
100% of salary (200% in
exceptional circumstances)
Normally a three-year
performance period
Performance is based
on financial and/or
share price-based
and/or strategic/ESG
measures (e.g. EPS and
relative TSR)
The Committee may
alter the weighting and
targets for each grant
annually if it determines
that it is appropriate
to do so
Awards vest as follows:
Threshold
performance: up to
25% of award
Maximum
performance: up to
100% of award
Malus and clawback
provisions apply
Pension Provides competitive
retirement benefits
Provides an opportunity
for Executive Directors to
contribute to their own
retirement plan
Defined contributions
made to the Executive
Director’s own pension
plan. Cash alternatives
may also be paid in full or
in part
Workforce aligned for
the CFO and any new
Executive Director. The
CEO’s pension provision
will be workforce aligned
by 1 January 2026
Not applicable
Other
benefits
Aids retention and
recruitment
Executive Directors are
provided with private
medical insurance
Other benefits including
company car allowance
and car parking may be
provided if considered
appropriate by the
Committee
There is no maximum.
Set at a level which the
Committee considers is
appropriate in the context
of the circumstances of the
role/individual and local
market practice
Not applicable
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
63
GOVERNANCE REPORT
Directors’ Remuneration Policy
CONTINUED
Element
Purpose and link to
strategy Operation Maximum
Performance
targets and recovery
provisions
Share
ownership
To provide alignment
of interests between
Executive Directors and
shareholders
In employment:
50% of the net of tax
vested LTIP shares
required to be retained
until the guideline is met
Post employment:
100% of the in-employment
guideline (or actual
shareholding if lower) for
two years post cessation
of employment excluding:
(i) own shares purchased;
and (ii) shares vesting from
any share award granted
prior to the 2022 AGM
200% of salary Not applicable
Notes
1
The Annual Report on Remuneration sets out how the Company implemented and applied the Policy presented above in 2022 and how it will apply the Policy in 2023.
2
Not all employees have a bonus opportunity. Below Executive Director level bonus opportunities are lower and participation in the LTIP is limited to Executive Directors and certain
selected senior management. Other employees are eligible to participate in the Company’s all employee share plan. In general, these differences arise to ensure remuneration
arrangements are competitive in the market, together with the fact that remuneration of the Executive Directors and senior executives typically has a greater emphasis on
performance related pay. All bonus plans are discretionary.
3
The choice of performance metrics applicable to the annual bonus plan reflect the Committee’s belief that any incentive compensation should be appropriately challenging and
primarily tied to financial measures.
4
The EBITDA, EPS and TSR performance conditions applicable to the 2022 LTIP awards were selected by the Committee on the basis that they are consistent with rewarding the
delivery of long-term returns to shareholders and the Group’s financial growth.
5
Executive Directors may participate in any all-employee share plan, in line with HMRC limits, and to the extent offered.
6
Post cessation guidelines will be operated on a self-certification basis during the two-year period post cessation.
Malus and clawback
The current malus (prior to vesting) and clawback (within 3 years of vesting) triggers include misstatement of results, error and gross
misconduct. In addition, reputational damage (or potential reputational damage, if it were made public) and insolvency event/corporate
failure will also apply to the 2023 annual bonus (and any deferred bonus award granted in 2024 in respect of a 2023 bonus) and the
2023 LTIP grant.
www.centaurmedia.com
64
Reward Scenarios
Based on base salaries as at 1 April 2023, minimum, on-target (50% of incentive potential assumed) and maximum reward scenarios are
shown below. In addition, the maximum scenario assuming a 50% share price growth is also shown.
Mimimum
£386
£223
£433
£643
£748
£739
£1,092
£1,269
100%
100% 52% 34% 30%
24%
33% 28%
24%
33% 28%
14%
52% 35% 30%
24%
32%
28%
28%
24%
32%
14%
Fixed pay
Annual bonus
Long-term incentive
Share price growth
Chief Executive Ocer Chief Financial Ocer
On-target Maximum Maximum
with share
price growth
Mimimum On-target Maximum Maximum
with share
price growth
£1,250
£1,000
£750
£500
£250
£0
Approach to recruitment
and promotions
The remuneration package for a
new Executive Director would be
set in accordance with the terms of
the Company’s prevailing approved
remuneration policy at the time of
appointment and would take into account
the skills and experience of the individual,
the market rate for a candidate of that
experience and the importance of securing
the relevant individual.
On recruitment, salary may (but need
not necessarily) be set below the normal
market rate, with phased increases as
the executive gains experience. Pension
provision will be aligned to that provided
to the general workforce. Incentive awards
would be no more than set out in the Policy
table above. In addition, on recruitment the
Company may compensate for amounts
foregone from a previous employer (using
Listing Rule 9.4.2 if necessary) taking into
account the quantum foregone and, as far
as reasonably practicable, the extent to
which performance conditions apply, the
form of award and the time left to vesting.
For an internal promotion, any variable
pay element awarded in respect of the
prior role would be allowed to pay out
according to its terms. Any other ongoing
remuneration obligations existing prior to
appointment may continue, provided that
they are put to shareholders for approval at
the earliest opportunity.
The Committee may agree that the
Company will meet relocation, legal fees or
incidental costs where appropriate.
Service contracts and loss
of office payments
The current Executive Directors have
service contracts which have a 12-month
notice period, dated 21 September 2016 for
Swagatam Mukerji and 6 November 2019
for Simon Longfield. In respect of these
service contracts, at the Board’s discretion,
a payment in lieu of any unexpired notice
may be paid, comprising an amount for
base salary, pension and any accrued
holiday entitlement. The amount may be
paid in one lump sum or in two instalments
and mitigation will be applied to the second
instalment. If termination is within six
months of a change of control, a payment
equal to 12 months’ salary, pension and
accrued holiday pay is payable. Where
the Company terminates the contract in
any other manner, any damages shall be
calculated in accordance with common
law principles including those relating to
mitigation of loss. Notwithstanding the
above, the Company is entitled to terminate
employment without compensation,
damages or payment in lieu of notice
in specified circumstances (e.g. serious
misconduct).
An annual incentive will normally be
payable for the period of the financial year
served, although it will normally be pro-
rated and paid at the normal pay-out date.
Any share-based entitlements granted to
an Executive Director under the Company’s
share plans will be determined based on
the relevant plan rules. However, in certain
prescribed circumstances, such as death,
disability, retirement or other circumstances
at the discretion of the Committee, ‘good
leaver’ status may be applied. For good
leavers, awards will normally vest at the
vesting date set out in the relevant award,
subject to the satisfaction of the relevant
performance conditions at the time and
reduced pro-rata to reflect the proportion
of the performance period actually served.
However, the Committee has discretion to
determine that awards vest at cessation of
employment or to dis-apply time pro-rating.
In addition to the above, outplacement
support may be provided and legal fees or
any other minor incidental costs which are
considered appropriate may be payable.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
65
GOVERNANCE REPORT
Directors’ Remuneration Policy
CONTINUED
Remuneration Policy for the Chair and Non-Executive Directors
The Company Chair’s fee is determined by the Remuneration Committee (other than the Company Chair, if he sits on the Committee). The
fees for the Non-Executive Directors are set by the Board, excluding the Non-Executive Directors. The table summarises the key aspects
of the Remuneration Policy for the Chair and Non-Executive Directors:
Element
Purpose and link to
strategy Operation Maximum
Performance
targets and recovery
provisions
Chair and
Non-Executive
Directors fees
Reflect time commitments
and responsibilities of
each role, in line with
those provided by similarly
sized companies
Cash fee normally paid on
a monthly basis
Reimbursement of
incidental expenses where
appropriate
Reviewed periodically
An additional amount
will be paid for chairing
a Committee or being
the Senior Independent
Director
There is no prescribed
maximum annual fee or
fee increase
The Committee and Board
are guided by the general
increase in the Non-
Executive market, but may
decide to award a lower
or higher fee increase to
recognise, for example,
an increase in the scale,
scope or responsibility of
the role or take account
of relevant market
movements
Not applicable
Letters of appointment
The Chair and Non-Executive Directors have letters of appointment with the Company, which are for an initial three-year period with the
option for an extension for a further three-year period and provide for a notice period of three months. All of the current Non-Executive
Directors have chosen to submit to annual re-election at each AGM.
First appointed as
a Director
Current letter
of appointment
commencement date
Current letter of
appointment
expiry date
Colin Jones 1 September 2018 1 September 2021 1 September 2024
William Eccleshare 1 July 2016 1 July 2022 1 July 2025
Carol Hosey 5 February 2020 5 February 2023 5 February 2026
Leslie-Ann Reed 1 March 2020 1 March 2023 1 March 2026
Richard Staveley 16 May 2022 16 May 2022 16 May 2025
Approach to fees on recruitment
For the appointment of a new Chair or Non-Executive Director, the fee will be set in accordance with the approved remuneration policy in
force at that time.
www.centaurmedia.com
66
Annual Report on Remuneration
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2023 is set out below.
Base salary
The Executive Directors are expected to receive a 5% salary increase from 1 April 2023. This is consistent with the expected general
workforce increase of 5% albeit in addition to this, cost of living increases of between 2% and 6% were awarded to all employees earning
£40,000 or less (50% of the employee population) from 1 October 2022.
The Executive Directors’ current and proposed salaries are as follows:
From
April 2023
£
From
April 2022
£
%
change
Swagatam Mukerji 353,000 336,190 5
Simon Longfield 210,000 200,000 5
Pension and benefits
Simon Longfield will continue to receive a pension allowance equivalent to 5% of annual salary, in line with the pension arrangements for
the general workforce. Swagatam Mukerji’s pension allowance will be equivalent to 8% of annual salary (reducing by 1% of salary each
year such that it will be 5% of salary from 1 January 2026).
Annual bonus for 2023
The maximum bonus for Executive Directors will continue to be set at 100% of salary. The majority (80%) of bonus potential will be
measured against financial-based targets with a minority (20%) based on strategic and personal objectives. Any annual bonus greater
than 75% of basic salary will be awarded in Centaur Media Plc shares and normally deferred for three years.
Long term incentives for 2023
LTIP awards will be granted to Executive Directors in 2023 as follows:
One-third will be based on Adjusted EBITDA. The Adjusted EBITDA threshold and target will be set for the year ending 31 December
2025 in line with the Company’s long-term business plan.
One-third will be based on Adjusted Basic EPS. The EPS threshold and target will also be set for the year ending 31 December 2025 in
line with the Company’s long-term business plan.
One-third will be based on relative TSR measured against the constituents of the FTSE SmallCap (excluding investment trusts). 25% of
this part of the award will vest for median TSR increasing pro-rata to 100% vesting for upper quartile TSR over the three years ending
31 December 2025. In addition to the TSR performance condition, the Committee will need to be satisfied that the Company’s TSR
performance reflects the underlying financial performance of the Company for this part of an award to vest.
The performance targets for the above awards, of which the Adjusted EBITDA and Adjusted EPS targets are derived from the
performance envisaged under the Company’s long-term business plan, will be disclosed in next year’s Directors’ Remuneration Report,
subject to any commercial sensitivity.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
67
GOVERNANCE REPORT
Annual Report on Remuneration
CONTINUED
Fees for the Chair and Non-Executive Directors
The current and proposed annual fees for the Chair and the Non-Executive Directors from 1 April 2023 are as follows:
From
April 2023
£
From
April 20221
£
%
change
Colin Jones 108,015 103,000 5
William Eccleshare
2
48,670 46,350 5
Carol Hosey
2
48,670 46,350 5
Leslie-Ann Reed
2
48,670 46,350 5
Richard Staveley (appointed 16 May 2022) 43,260 41,200 5
1
Or date of appointment, if later.
2
The annual fees from 1 April 2023 include £5,410 for William Eccleshare for being the Senior Independent Director, £5,410 for Carol Hosey for chairing the Remuneration Committee
and £5,410 for Leslie-Ann Reed for chairing the Audit Committee.
Remuneration received by Directors for the year (audited)
Directors’ remuneration for the years ended 31 December 2022 and 2021 was as follows:
Salary
and fees
£
Benefits
£
Bonus
1
£
Pension
£
LTIP
2
£
Total
£
Total
Fixed
£
Total
Variable
£
Executive Directors
Swagatam Mukerji
3
2022 333,750 4,524 234,323 30,038 382,368 985,003 368,312 616,691
2021 324,800 3,976 263,211 37,322 80,542 709,851 366,098 343,753
Simon Longfield 2022 194,625 2,103 136,095 9,731 209,108 551,662 206,459 345,203
2021 177,625 2,167 143,943 8,654 332,389 188,446 143,943
Non-Executive Directors
Colin Jones 2022 102,250 102,250 102,250
2021 100,000 100,000 100,000
William Eccleshare
4
2022 46,931 46,931 46,931
2021 44,694 44,694 44,694
Leslie-Ann Reed 2022 46,013 46,013 46,013
2021 45,000 45,000 45,000
Carol Hosey 2022 46,013 46,013 46,013
2021 45,000 45,000 45,000
Richard Staveley 2022 25,935 25,935 25,935
(appointed 16 May 2022) 2021
Notes:
1
The 2022 bonus amounts relate to bonuses earned in 2022 and payable in 2023 including any deferred shares element.
2
The LTIP remuneration for 2022 is based on the number of shares estimated to vest for the 2020 LTIP awards for which the performance period is substantially complete as at year
end and which will vest in June 2023 on completion of the TSR performance period. The LTIP remuneration for 2021 relates to the 2019 LTIP awards for which the performance
period ended on 31 December 2021 and which vested in October 2022. The value of £80,542 is based on the share price of 40.0 pence per share at vesting and is lower than
£110,947 stated in the 2021 Annual Report which was based on an estimate of the value at vesting as at 31 December 2021.
3
Swagatam Mukerji’s pension for 2021 includes an additional payment of £8,090 that was underpaid in 2019 and 2020 due to an administration error.
4
William Eccleshare’s 2022 fees include £1,021 relating to 2021 which was underpaid due to an administrative error.
www.centaurmedia.com
68
Annual bonus for the year (audited)
The 2022 bonus opportunity for the CEO and CFO was set at 100% of salary. The majority (80%) of bonus potential was measured against
financial-based targets with a minority (20%) based on strategic and personal objectives.
The performance against the financial objectives for both the CEO and the CFO was as follows:
Measure
Threshold
value
Max
value
Threshold
opportunity
Max
opportunity
Result
value Performance
Opportunity
payable
Adjusted EBITDA £6.9m £9.2m 30% 60% £8.49m 69.1% 50.7%
Revenue £41.98m £46.65m 0% 20% £41.59m 0% 0%
The Committee reviewed and discussed the achievement against the personal objectives, as part of the year-end review process, for both
the CEO and CFO, and the performance against the personal objectives, as determined by the Committee, was as follows:
Objective Executive Weighting Assessment
1
Performance
Opportunity
payable
Develop a
strategic plan
beyond MAP23
CEO & CFO 25% each Strategic plan delivered to
Board in September.
100%
The aggregated
performance is:
CEO: 95% of max
CFO: 86.8% of max
and results in a
bonus equivalent to:
CEO: 19.0% of salary
CFO: 17.3% of salary
Steps that
reinforce delivery
of MAP23
CEO & CFO 25% each MW Mini MBA 3rd course
planned; Econsultancy LMS
and The Lawyer new products
launched; scope and investment
case for data project to be
implemented in 2023/24.
80%
Continue culture
transformation by
further developing
Social Criteria
(“S” in ESG) within
Centaur
CEO & CFO 25% each Culture workshops with Board
run by the Chief People
Officer; Kaizen programme
initiated; restructuring of DICE
carried out.
100%
Develop a
succession plan for
the Centaur Exco
and CSG
CEO 25% Succession plans for all key
management presented to
Board in June, followed by a
more detailed Board discussion
in October.
100%
Lead automation
and efficiency
change within
finance to build a
strong platform for
future growth
CFO 25% Internal teams working more
efficiently, Salesforce upgraded,
systems simplification continued
and improved processes.
Formalisation of certain KPIs to
be enhanced.
67%
1
A detailed assessment of the Executive Directors’ bonus objectives and performance against each was carried out by the Chair and discussed at the Remuneration Committee
meeting on 6 February 2023. A summary of the key findings against each objective is shown above.
The above assessment against financial targets and strategic and personal objectives resulted in the following bonuses for 2022:
Executive
Base salary
£
Maximum
opportunity (%
of salary)
Performance
outcome (% of
maximum)
Bonus
outcome
£
Cash
element
£
Deferred
shares element
£
Swagatam Mukerji 336,190 100% 69.7% 234,323 234,323
Simon Longfield 200,000 100% 68.0% 136,095 136,095
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
69
GOVERNANCE REPORT
Annual Report on Remuneration
CONTINUED
Vesting of 2020 LTIP awards
With respect to the LTIP awards granted to Executive Directors (Swagatam Mukerji and Simon Longfield) on 30 June 2020 which will vest
on 30 June 2023, vesting is based on one-third Adjusted EBITDA margin, one-third on Adjusted Basic EPS for the three-year performance
period to 31 December 2022 and one-third based on TSR for the period 1 July 2020 to 30 June 2023. A minimum holding period of 2
years applies following vesting. Further details relating to these awards are provided in the table below:
Performance
Condition Weighting Targets
Actual or
estimated outcome
Proportion of
award to vest
Adjusted
EBITDA Margin
One-third 0% vesting below 16%
25% vesting at Threshold (16%)
100% vesting at Target (20%)
Pro rata straight-line vesting between
Threshold and Target
Over target 20.3% 100%
Adjusted Basic EPS One-third 0% vesting below 1.5 pence per share
25% vesting at Threshold (1.5 pence
per share)
100% at Target (2.5 pence per share)
Pro rata on a straight-line basis between
Threshold and Target
Over target 2.7 pence 100%
Relative TSR vs
FTSE SmallCap
index (excluding
investment trusts)
One-third 0% vesting below median
25% vesting at median
100% vesting at upper quartile
Straight-line vesting between median
and upper quartile
Upper quartile
1
100%
Total LTIP vesting 100%
1
The TSR performance period is for the three years ending on 30 June 2023. Based on the period up to 31 December 2022, the performance is currently in the Upper Quartile.
The 2020 LTIP awards are therefore expected to vest as follows:
Director
Number
of shares
under award Vesting
Number of
shares vesting
Value on award
£
Value from
share price
increase
1
£
Value on
vesting
2,3
£
Swagatam Mukerji 960,000 100% 960,000 240,000 142,368 382,368
Simon Longfield 525,000 100% 525,000 131,250 77,858 209,108
1
Value from share price increase based on a 25 pence share price at the time of grant of the award in June 2020 to the three-month average share price to 31 December 2022 of
39.83 pence.
2
The value of shares on vesting is based on a three-month average share price to 31 December 2022 of 39.83 pence and will be restated next year based on the actual share price
on the date of vesting (together with additional cash/shares awarded in respect of dividend equivalents).
3
As detailed in the Annual Statement, the Committee will review the appropriateness of the 2020 LTIP award values at the point of vesting.
Grant of LTIP awards in 2022
LTIP grants were made on 24 March 2022 to Swagatam Mukerji and Simon Longfield as follows:
Director Award date
Number
of shares
under award Basis
Face value
of award
1
Performance
conditions
Performance
period
Swagatam Mukerji 24 March 2022 700,417
100% of
base salary £336,200 See below
1 January 2022 to
31 December 2024
Simon Longfield 24 March 2022 416,667
100% of
base salary £200,000 See below
1 January 2022 to
31 December 2024
1
The share price used to calculate the face value of the award was the average share price for the 5 working days prior to the date of grant of 48 pence.
www.centaurmedia.com
70
The performance conditions for this award, including Adjusted EBITDA and Adjusted EPS targets derived from the Group’s three-year
plan, are set out in three parts below:
Performance condition Weighting
Measurement
period Targets
% of shares which will
vest if target achieved
Adjusted Basic EPS
1
One-third 3 years to
31 December
2024
Threshold 25%
Max 100%
Between threshold and max Pro-rata on a straight-line basis
between 25% and 100%
Adjusted EBITDA
1
One-third 3 years to
31 December
2024
Threshold 25%
Max 100%
Between threshold and max Pro-rata on a straight-line basis
between 25% and 100%
Relative TSR vs FTSE SmallCap
index (excluding investment trusts)
at 1 January 2022
2
One-third 3 years to
31 December
2024
Median 25%
Upper Quartile 100%
Between Median and
Upper Quartile
Pro-rata on a straight-line basis
between 25% and 100%
1
The performance targets for Adjusted Basic EPS and Adjusted EBITDA for the three years, derived from the Group’s three-year plan, are commercially sensitive and are not
disclosed. They will remain commercially sensitive during the three-year period of performance until the calculation is performed and disclosed in the 2024 Annual Report.
2
The TSR element will only vest if there has been sustained improvement in the Company’s underlying financial performance over the performance period. TSR is measured over the
3-year period from 1 January 2022 to 31 December 2024.
Swagatam Mukerji purchased 3,902 shares during the period under the Share Incentive Plan. The Company matched these shares on a
1 for 2 basis in accordance with the Plan rules, resulting in 1,951 matching shares being awarded in the year.
Grant of DSBP awards in 2022
Deferred Share Bonus Plan (DSBP) grants were made on 12 May 2022 to Swagatam Mukerji and Simon Longfield. Details of this award
are set out below:
Director Award date
Number
of shares
under award Price
Face value
of award
1
Performance
conditions
Exercisable
from
Swagatam Mukerji 12 May 2022 39,172 47 pence £18,411 None 24 March 2025
Simon Longfield 12 May 2022 21,421 47 pence £10,068 None 24 March 2025
1
Equal to that part of the 2021 annual bonus award that was in excess of 75% of salary (as disclosed in the 2021 Annual Report).
Other than continued service, there are no vesting or performance conditions attached to this award.
Board changes and payments for loss of office (audited)
Richard Staveley was appointed to the Board as a Non-Executive Director on 16 May 2022. There were no other Board changes or
payments for loss of office during 2022.
Payments to past Directors (audited)
Consistent with a long-standing arrangement, Graham Sherren, former Chief Executive Officer and Chair, was paid £3,000 during the year
(2021: £3,000) for advisory services performed. No other payments to past Directors were made.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
71
GOVERNANCE REPORT
Annual Report on Remuneration
CONTINUED
Directors’ shareholding and share interests (audited)
The tables below set out details of Executive Directors’ outstanding share awards under the LTIP plan (which will vest in future years,
subject to performance and continued service). Under each plan the exercise price is £nil.
At 31
December
2021 Granted Exercised
1
Lapsed
At 31
December
2022
Date
of award
Performance
period Exercise
Share price
on date
of grant
Swagatam Mukerji
2019 758,293 201,355 556,938 03/10/19 01/01/19- 31/12/21 03/10/22- 02/04/23 42.2p
2020
2
960,000 960,000 30/06/20 01/01/20-30/06/23 30/06/23-31/12/23 25.0p
2021 826,329 826,329 25/03/21 01/01/21-31/12/23 25/03/24-24/09/24 39.5p
2022 700,417 700,417 24/03/22 01/01/22-31/12/24 24/03/25-23/09/25 48.0p
2,544,622 700,417 201,355 556,938 2,486,746
Simon Longfield
2020
2
525,000 525,000 30/06/20 01/01/20- 30/06/23 30/06/23- 31/12/23 25.0p
2021 451,898 451,898 25/03/21 01/01/21-31/12/23 25/03/24-24/09/24 39.5p
2022 416,667 416,667 24/03/22 01/01/22-31/12/24 24/03/25-23/09/25 48.0p
976,898 416,667 1,393,565
1
2019 LTIPs were exercised in November 2022 at a share price of 40.0 pence.
2
2020 LTIPs expected to vest at 100% of the maximum in June 2023.
The table below sets out details of Executive Directors’ outstanding share awards under the DSBP.
At 31
December
2021 Granted Exercised
1
Lapsed
At 31
December
2022
Date
of award
Performance
period Exercise
Share price
on date
of grant
Swagatam Mukerji
2022 39,172 39,172 12/05/22 N/A 24/03/25-23/09/25 47.0p
39,172 39,172
Simon Longfield
2022 21,421 21,421 12/05/22 N/A 24/03/25-23/09/25 47.0p
21,421 21,421
The table below sets out the number of shares held or potentially held by Directors (including their connected persons where relevant).
Interests in ordinary shares
Shareholding
guideline
achieved?
2
Interests in share plans
Director
31 December
2021
31 December
2022 LTIP DSBP Total
Executive
Swagatam Mukerji
1
403,448 660,656 No 2,486,746 39,172 3,186,574
Simon Longfield 72,769 72,769 No 1,393,565 21,421 1,487,755
Non-Executive
Colin Jones 140,000 140,000 N/A 140,000
William Eccleshare N/A
Carol Hosey N/A
Leslie-Ann Reed N/A
Richard Staveley N/A
1
571,582 interests in ordinary shares are held by Rina Mukerji.
2
See share ownership guideline in the Directors’ Remuneration Policy.
www.centaurmedia.com
72
Performance graph
The graph below shows the TSR of Centaur Media plc compared to the performance of the FTSE SmallCap index (excluding investment
trusts) over the last ten and a half years. This comparator has been chosen on the basis that it is the index against which performance
for the purpose of share awards made under the LTIP is assessed. Owing to the change to the financial year end in 2014, there was no
financial year ended 30 June 2014 and, instead, TSR performance for the 18 months ended 31 December 2014 is shown.
The graph shows the value of £100 invested in Centaur Media plc on 1 July 2012 compared with the value of £100 invested in the FTSE
SmallCap index (excluding investment trusts) at each financial period end.
0
100
50
150
200
250
300
350
Total Shareholder Return
Source: Refinitiv Datastream
Centaur Media
FTSE SmallCap (excluding Investment Trusts)
30 June
2012
30 June
2013
31 Dec
2014
31 Dec
2015
31 Dec
2016
31 Dec
2017
31 Dec
2018
31 Dec
2019
31 Dec
2020
31 Dec
2021
31 Dec
2022
History of remuneration for the CEO
The table below sets out the CEO single figure of total remuneration over the past ten and a half years.
Period ended CEO
Total
remuneration
£
Annual bonus
(% of max)
Long-term
incentives
(% of max)
31 December 2022 Swagatam Mukerji 985,003 70 100
31 December 2021 Swagatam Mukerji 740,256 81 27
31 December 2020 Swagatam Mukerji 405,531 19 0
31 December 2019 Swagatam Mukerji (from 4 September 2019) 258,743
1
70 N/A
31 December 2019 Andria Vidler (until 30 September 2019) 975,425
2
63 50
31 December 2018 Andria Vidler 430,859 0 0
31 December 2017 Andria Vidler 558,526 37 0
31 December 2016 Andria Vidler 422,605 0 0
31 December 2015 Andria Vidler 416,607 2 N/A
31 December 2014 (18-months) Andria Vidler (from 14 November 2013) 670,077 56 N/A
30 June 2013 Geoff Wilmot 514,920 0 0
30 June 2012 Geoff Wilmot 363,321
3
7 0
1
Based on salary and benefits for the period from 4 September 2019 to 31 December 2019 and a pro-rated portion of the 2019 IP relating to that period. Excludes the LTIP part of his
remuneration on the basis that this related to his role as CFO.
2
Based on total remuneration including salary, benefits, 2019 IP and LTIP remuneration, but excluding £392,642 contractual notice payment.
3
Excludes £384,704 termination and contractual notice payment as detailed in the 2013 Report and Accounts.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
73
GOVERNANCE REPORT
Annual Report on Remuneration
CONTINUED
Change in remuneration of Directors and employees
The percentage change in remuneration between 2020, 2021 and 2022, excluding LTIP and pension contributions for the Directors and
for the average of all other employees in the Group was as follows:
% change 2020 v 2019 % change 2021 v 2020 % change 2022 v 2021
Base
salary
Taxable
benefits
Annual
bonus
Base
salary
Taxable
benefits
Annual
bonus
Base
salary
Taxable
benefits
Annual
bonus
Executive Directors
Swagatam Mukerji
1,2,3
15% 6% (85%) 2% 2% 325% 3% 14% (11%)
Simon Longfield
1,2,3
0% 0% N/A 2% N/A 325% 10% (3%) (5%)
Non-Executive Directors
Colin Jones
4
13% N/A N/A 5% N/A N/A 2% N/A N/A
William Eccleshare
4
(5%) N/A N/A 7% N/A N/A 5% N/A N/A
Carol Hosey
4
N/A N/A N/A 15% N/A N/A 2% N/A N/A
Leslie-Ann Reed
4
N/A N/A N/A 29% N/A N/A 2% N/A N/A
Richard Staveley
5
N/A N/A N/A N/A N/A N/A N/A N/A N/A
Employee population
6
(11%) (6%) (71%) 9% 55% 274% (1%) (13%) (50%)
1
The increase in base salary in 2022 reflects the pay rise of 3% for Swagatam Mukerji and 12% for Simon Longfield on 1 April 2022. The average base salary reduction for employees
reflects an average salary rise of 4% at 1 April 2022 and a further 1% average at 1 October 2022 resulting from a one-off cost of living salary rise for lower paid employees ranging
from 2 to 6% of salary. These salary increases were offset by the change in mix in remuneration within the business and a reduction in salaries due to the introduction of salary
sacrifice for the main pension scheme, with a corresponding increase in the pension costs.
2
The decrease in taxable benefits for the employee population in 2022 reflects the overall decrease in health insurance premiums across the Group, although the specific increase or
decrease for the Executive Directors reflects the cost of health insurance related to their individual circumstances.
3
The reduction in annual bonus for 2022 was less than the reduction for the employee population due to the relatively higher performance against the Adjusted EBITDA element
of the annual bonus plan for Executive Directors compared to employees who had bonuses based on individual business unit performance. In addition, all employees received a
discretionary bonus in 2021 which was not repeated in 2022.
4
The Non-Executive Directors received an increase in annual fees of 3% as at 1 April 2022. The increase for William Eccleshare also includes £1,021 relating to 2021 which was
underpaid due to an administrative error.
5
Richard Staveley was appointed on 16 May 2022, therefore no change in remuneration calculation is applicable.
6
Calculated based on average remuneration for all employees in the Group (excluding discontinued operations).
CEO pay ratio
The tables below set out a comparison of the CEO total remuneration to the equivalent remuneration of the upper quartile, median and
lower quartile UK employees:
Year Method
25th %tile
pay ratio
Median
pay ratio
75th %tile
pay ratio
2022 Option C1 29:1 22:1 16:1
2021 Option C
1
24:1 17:1 10:1
2020 Option C
1
14:1 10:1 7:1
1
The Group has used Option C given that this method of calculation was considered to be the most efficient and robust approach in respect of gathering recent and readily
available data for each year. The approach adopted is based on an annualisation of employee remuneration data in the final month of the relevant year end and is considered to be
representative of the relevant quartiles. The total remuneration of the CEO has increased from 2020 to 2021 through to 2022 as a result of an increase in variable pay from bonuses
and LTIPs and it is this increase in variable pay that has given rise to the upward trend on the quartile pay ratios.
Salary Total remuneration
Year 25th %tile Median 75th %tile 25th %tile Median 75th %tile
2022 £31,200 £40,740 £54,660 £33,852 £44,100 £62,843
2021 £30,000 £39,000 £55,661 £31,500 £43,050 £77,070
www.centaurmedia.com
74
Relative importance of the spend on pay
The following table sets out the percentage change in distributions to shareholders and employee remuneration costs.
2022 2021 % Change
Employee remuneration costs £19.0m £19.3m (1.6)%
Dividends paid and share repurchases £1.4m £1.4m 0%
Remuneration Committee
The Remuneration Committee is responsible for monitoring, reviewing and making recommendations to the Board at least annually on
the broad policy for the remuneration of the Executive Directors, the Chair, Company Secretary and management tier below the Board.
It also determines their individual remuneration packages, including pension arrangements, bonuses and all incentive schemes and the
determination of targets for any performance-related pay schemes operated by the Group. In addition, the Committee reviews pay and
conditions across the workforce and takes this into account when considering executive remuneration. Minutes of Committee meetings
are circulated to the Board once they have been approved by the Committee.
External advisors
The Remuneration Committee has access to independent advice where it considers it appropriate. During the year, the Committee
sought advice relating to executive remuneration from FIT Remuneration Consultants (‘FIT’), who were appointed by the Committee. The
Committee is satisfied that the advice received from FIT in relation to executive remuneration matters during the year under review was
objective and independent. FIT is a member of the Remuneration Consultants Group and abides by the Remuneration Consultants Group
Code of Conduct. The fees charged by FIT for the year, based on time and materials, amounted to £17,911 ex VAT.
Statement of shareholder voting
The voting results for the Directors’ Remuneration Policy and Directors’ Remuneration Report were as follows:
Resolution
Number of votes
for (and percentage
of votes cast)
Number of votes against
(and percentage
of votes cast) Number of votes cast Number of votes withheld
Approval of Directors’ Remuneration
Policy in 2022
106,932,094 1,500 106,933,594 25,000
(99.99%) (0.01%)
Approval of Directors’ Remuneration
Report in 2022
103,493,133 3,440,461 106,933,594 25,000
(96.78%) (3.22%)
Approval
The Board of Directors has approved this Remuneration Committee Report, including both the Directors’ Remuneration Policy and the
Annual Report on Remuneration.
Signed on behalf of the Board of Directors
Carol Hosey
Chair of the Remuneration Committee
14 March 2023
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
75
GOVERNANCE REPORT
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. Therefore, the Directors have
prepared the Group financial statements in
accordance with UK-adopted International
Accounting Standards (IFRS) and Company
financial statements in accordance with
IFRS. Under company law the Directors
must not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
of the Group and Company and of the
profit or loss of the Group and Company
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 IFRS have
been followed for the Group financial
statements and applicable IFRS have
been followed for the 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 Company will continue in business.
The Directors are also responsible for
safeguarding the assets of the Group and
Company and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group
and Company’s transactions and disclose
with reasonable accuracy at any time
the financial position of the Group and
Company and enable them to ensure that
the financial statements and the Directors’
Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the
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 and
Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and
functions are listed in the Governance
Report confirm that, to the best of their
knowledge:
The Company financial statements,
which have been prepared in
accordance with UK-adopted IASs,
give a true and fair view of the assets,
liabilities, financial position and result of
the Company;
The Group financial statements, which
have been prepared in accordance with
UK-adopted IASs, give a true and fair
view of the assets, liabilities, financial
position and profit of the Group; and
The Directors’ Report includes a
fair review of the development and
performance of the business and the
position of the Group and 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 and 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 and Company’s
auditors are aware of that information.
By order of the Board
Helen Silver
Company Secretary
14 March 2023
www.centaurmedia.com
76
Independent Auditor’s Report
TO THE MEMBERS OF CENTAUR MEDIA PLC
Opinion
We have audited the financial statements
of Centaur Media Plc (the “Company”)
and its subsidiaries (the “Group”) for the
year ended 31 December 2022 which
comprise the Consolidated statement of
comprehensive income, Consolidated and
Company statement of changes in equity,
Consolidated and Company statement
of financial position, Consolidated and
Company cash flow statement and notes
to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that
has been applied in their preparation
is applicable law and UK adopted
international accounting standards.
In our opinion, the financial statements:
give a true and fair view of the state
of the Group’s and of the Parent
Company’s affairs as at 31 December
2022 and of the Group’s profit for the
year then ended;
have been properly prepared
in accordance with UK adopted
international accounting standards; and
have been prepared in accordance with
the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of the financial
statements section of our report. We are
independent of the Group in accordance
with the ethical requirements that are
relevant to our audit of the financial
statements in the UK, including the FRC’s
Ethical Standard as applied to listed public
interest entities, and we have fulfilled our
other ethical responsibilities in accordance
with these requirements. We believe that
the audit evidence we have obtained is
sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to
going concern
In auditing the financial statements, we
have concluded that the Director's use
of the going concern basis of accounting
in the preparation of the Group and
parent Company financial statements
is appropriate. Our evaluation of the
Director’s assessment of the Group and
parent Company’s ability to continue
to adopt the going concern basis of
accounting included:
assessing the cash flow requirements
of the Group over the duration of the
viability statement based on budgets
and forecasts;
understanding what forecast
expenditure is committed and what
could be considered discretionary;
considering the liquidity of existing
assets on the statement of financial
position;
considering the terms of the finance
facilities and the amount available for
drawdown; and
considering potential downside
scenarios and the resultant impact on
available funds.
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
and Parent Company's ability to continue
as a going concern for a period of at least
twelve months from when the financial
statements are authorised for issue.
In relation to the Group 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 Director’s 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.
Overview of our audit
approach
Materiality
In planning and performing our audit
we applied the concept of materiality.
An item is considered material if it could
reasonably be expected to change the
economic decisions of a user of the
financial statements. We used the concept
of materiality to both focus our testing and
to evaluate the impact of misstatements
identified.
Based on our professional judgement,
we determined overall materiality for the
Group financial statements as a whole to
be £215,000 (2021: £200,000) based on
a variety of performance based metrics
including 5% of profit before taxation, 3%of
adjusted EBITDA and 0.5% of revenue.
Materiality for the parent Company financial
statements as a whole was set at £160,000
(2021: £140,000) based on a percentage of
total assets.
We use a different level of materiality
(‘performance materiality’) to determine
the extent of our testing for the audit of
the financial statements. Performance
materiality is set based on the audit
materiality as adjusted for the judgements
made as to the entity risk and our
evaluation of the specific risk of each audit
area having regard to the internal control
environment. For the Group performance
materiality was set at £150,000 (2021:
£140,000) and £112,000 (2021: £105,000)
for the parent Company.
Where considered appropriate
performance materiality may be reduced
to a lower level, such as, for related party
transactions and Directors’ remuneration.
We agreed with the Audit Committee to
report to it all identified errors in excess of
£10,000 (2021: £10,000). Errors below that
threshold would also be reported to it if,
in our opinion as auditor, disclosure was
required on qualitative grounds.
Overview of the scope of our audit
The scope of the audit work and the design
of audit tests undertaken was solely for the
purposes of forming an audit opinion on
the consolidated financial statements of
the Group. All entities included within the
scope of the consolidation were included
within the scope of our audit testing which
was performed by the group audit team.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
77
FINANCIAL STATEMENTS
Independent Auditor’s Report
TO THE MEMBERS OF CENTAUR MEDIA PLC
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
We identified going concern as a key audit matter and have detailed our response in the conclusions relating to going concern
section above.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit responded to the key audit matter
Valuation of Goodwill and intangible assets (see note 9, note 10)
The Group has a significant balance of
intangible assets at 31 December 2022 and
there is a risk that they could be impaired.
The valuation of the recoverable amount of
goodwill and other intangible assets has a
high degree of estimation uncertainty, with
a potential range of reasonably possible
outcomes greater than our materiality for the
financial statements as a whole.
There is significant judgement with regard
to assumptions and estimates involved in
forecasting future cash flows, which form the
basis of the assessment of the recoverability
of goodwill balances. These include forecast
revenues, operating margin, long-term growth
rates and the discount rate used.
The financial statements disclose the
sensitivity estimated by the Group.
Our procedures included:
Assessing the Group’s budgeting review and approval procedures upon which the
cash flow forecasts are based.
Comparing the Group’s assumptions to externally derived data in relation to key
inputs such as projected economic growth, market premium and discount rates. To
challenge the reasonableness of the assumptions we also assessed the historical
accuracy of the Group’s forecasting.
Performing scenario-specific models including changes to, and breakeven analysis
on, the discount rate, long-term growth rates and forecast cash flows.
Assessing whether the Group’s disclosures about the sensitivity of the outcome
of the impairment assessment to changes in key assumptions reflected the risks
inherent in the valuation of goodwill.
We found the resulting estimate of the recoverable amount of goodwill and intangible
assets to be acceptable.
Valuation of Investments in the Parent Company (see note 12)
We consider the carrying value of investments
in subsidiaries by the Parent Company and
the risk over potential impairment to be a
significant audit risk due to the inherent
uncertainty involved in forecasting and
discounting future cash flows, which are the
basis of the assessment of recoverability.
We consider the key inputs into the
impairment model to be the approved
business plans and assumptions for the
growth and discount rates.
Our procedures included:
Assessing the Group’s budgeting review and approval procedures upon which the
cash flow forecasts are based.
Comparing the Group’s assumptions to externally derived data in relation to key
inputs such as projected economic growth, market premium and discount rates. To
challenge the reasonableness of the assumptions we also assessed the historical
accuracy of the Group’s forecasting.
Performing scenario-specific models including changes to, and breakeven analysis
on, the discount rate, long-term growth rates and forecast cash flows.
We found the resulting estimate of the recoverable amount of investments to
be acceptable.
Revenue recognition (see note 2)
Revenue is recognised in accordance with
the accounting policy set out in the financial
statements. We focus on the risk of material
misstatement in the recognition of revenue,
as a result of both fraud and error, because
revenue is material and is an important
determinant of the Group’s profitability, which
has a consequent impact on its share price
performance.
Our procedures included:
validating that revenue is recognised in accordance with the stated accounting
policies in compliance with IFRS.
ensuring that cut off was correctly applied across all revenue streams.
validating a sample of revenue items to confirm revenue was being recognised in
line with IFRS and ensuring the services were delivered within the period.
assessing the adequacy of the Group’s disclosures related to revenue.
We concluded that revenue was reasonably stated.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
www.centaurmedia.com
78
Other information
The other information comprises the
information included in the annual report,
other than the financial statements and
our auditor’s report thereon. The directors
are responsible for the other information.
Our opinion on the financial statements
does not cover the other information and,
except to the extent otherwise explicitly
stated in our report, we do not express any
form of assurance conclusion thereon. 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 such
material inconsistencies or apparent
material misstatements, we are required
to determine whether there is a material
misstatement in 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 the other
information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other
matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance with
the Companies Act 2006.
In our opinion based on the work
undertaken in the course of our audit:
the information given in the strategic
report and the Directors’ report for the
financial year for which the financial
statements are prepared is consistent
with the financial statements and
those reports have been prepared
in accordance with applicable legal
requirements;
the information about internal control
and risk management systems in
relation to financial reporting processes
and about share capital structures,
given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Rules and
Transparency Rules sourcebook made
by the Financial Conduct Authority
(the FCA Rules), is consistent with the
financial statements and has been
prepared in accordance with applicable
legal requirements; and
information about the Company’s
corporate governance code and
practices and about its administrative,
management and supervisory bodies
and their committees complies with
rules 7.2.2, 7.2.3 and 7.2.7 of the
FCA Rules.
Matters on which we
are required to report by
exception
In the light of the knowledge and
understanding of the Group and the Parent
Company and its environment obtained
in the course of the audit, we have not
identified material misstatements in:
the strategic report or the directors’
report; or
the information about internal control
and risk management systems in
relation to financial reporting processes
and about share capital structures,
given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not
been kept by the Parent Company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
the Parent Company financial
statements and the part of the Directors’
remuneration report to be audited are
not in agreement with the accounting
records and returns; or
certain disclosures of Directors’
remuneration specified by law are not
made; or
we have not received all the information
and explanations we require for our
audit; or
a corporate governance statement
has not been prepared by the Parent
Company.
Corporate governance
statement
We have reviewed the Directors' statement
in relation to going concern, longer-term
viability and that part of the Corporate
Governance Statement relating to the
Parent Company's compliance with the
provisions of the UK Corporate Governance
Statement specified for our review by the
Listing Rules.
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 or
our knowledge obtained during the audit:
Directors' statement with regards the
appropriateness of adopting the going
concern basis of accounting and any
material uncertainties identified on
page 50;
Directors’ explanation as to its
assessment of the group’s prospects,
the period this assessment covers and
why they period is appropriate set out
on page 44;
Directors’ statement on whether it has a
reasonable expectation that the group
will be able to continue in operation and
meet its liabilities set out on page 44;
Directors' statement on fair, balanced
and understandable set out on page 76:
Board’s confirmation that it has
carried out a robust assessment of the
emerging and principal risks set out on
pages 40 to 43;
The section of the annual report that
describes the review of effectiveness of
risk management and internal control
systems set out on page 56 to 57; and
The section describing the work of
the Audit Committee set out on pages
55 to 58.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
79
FINANCIAL STATEMENTS
Independent Auditor’s Report
TO THE MEMBERS OF CENTAUR MEDIA PLC
Responsibilities of the
Directors for the financial
statements
As explained more fully in the Directors’
responsibilities statement set out on page
76, the Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a true
and fair view, and for such internal control
as the Directors determine is necessary
to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud
or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Group and parent Company’s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern basis
of accounting unless the Directors either
intend to liquidate the Group or parent
Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities
for the audit of the financial
statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level of
assurance, but is not a guarantee that
an audit conducted in accordance with
ISAs (UK) will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in
the aggregate, they could reasonably
be expected to influence the economic
decisions of users taken on the basis of
these financial statements.
Explanation as to what
extent the audit was
considered capable of
detecting irregularities,
including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and
regulations. We design procedures in line
with our responsibilities, outlined above, to
detect material misstatements in respect
of irregularities, including fraud. The extent
to which our procedures are capable of
detecting irregularities, including fraud,
is detailed below however the primary
responsibility for the prevention and
detection of fraud lies with management
and those charged with governance of the
Company.
We obtained an understanding of
the legal and regulatory frameworks
that are applicable to the Group and
the procedures in place for ensuring
compliance. The most significant
identified were the Companies Act 2006,
General Data Protection Regulations and
the UK Corporate Governance Code. Our
work included direct enquiry of Head
of Legal, reviewing Board and relevant
committee minutes and inspection of
correspondence.
As part of our audit planning process
we assessed the different areas of
the financial statements, including
disclosures, for the risk of material
misstatement. This included considering
the risk of fraud where direct enquiries
were made of management and those
charged with governance concerning
both whether they had any knowledge
of actual or suspected fraud and their
assessment of the susceptibility of
fraud. We considered the risk was
greater in areas involving significant
management estimate or judgement.
Based on this assessment we designed
audit procedures to focus on the key
areas of estimate or judgement, this
included specific testing of journal
transactions, both at the year end and
throughout the year.
We used data analytic techniques to
identify any unusual transactions or
unexpected relationships, including
considering the risk of undisclosed
related party transactions.
Owing to the inherent limitations of an
audit, there is an unavoidable risk that some
material misstatements of the financial
statements may not be detected, even
though the audit is properly planned and
performed in accordance with the ISAs (UK).
The potential effects of inherent limitations
are particularly significant in the case of
misstatement resulting from fraud because
fraud may involve sophisticated and
carefully organised schemes designed to
conceal it, including deliberate failure to
record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities
for the audit of the financial statements
is located on the Financial Reporting
Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are
required to address
Following the recommendation of the
audit committee, we were appointed in
November 2020 to audit the financial
statements for the year ending
31 December 2020 and subsequent
financial periods. The period of total
uninterrupted engagement is three years,
covering the years ending 31 December
2020 to 2022 inclusive.
The non-audit services prohibited by the
FRC’s Ethical Standard were not provided
to the Group or the Parent Company and
we remain independent of the Company in
conducting our audit.
Our audit opinion is consistent with the
additional report to the audit committee.
Use of our report
This report is made solely to the Company's
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken
so that we might state to the Company's
members those matters we are required
to state to them in an auditor's report and
for no other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other than
the Company and the Company's members
as a body, for our audit work, for this report,
or for the opinions we have formed.
Matthew Stallabrass
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW, UK
14 March 2023
www.centaurmedia.com
80
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2022
Note
Adjusted
Results
1
2022
£’000
Adjusting
Items
1
2022
£’000
Statutory
Results
2022
£’000
Adjusted
Results
1
2021
£’000
Adjusting
Items
1
2021
£’000
Statutory
Results
2021
£’000
Revenue 2 41,593 41,593 39,080 39,080
Net operating expenses 3 (36,296) (1,419) (37,715) (35,848) (1,611) (37,459)
Operating profit / (loss) 5,297 (1,419) 3,878 3,232 (1,611) 1,621
Finance income 6 85 85 1 1
Finance costs 6 (158) (158) (261) (261)
Net finance costs (73) (73) (260) (260)
Profit / (loss) before tax 5,224 (1,419) 3,805 2,972 (1,611) 1,361
Taxation 7 (1,275) 270 (1,005) (139) 195 56
Profit / (loss) for the year attributable to
owners of the parent 3,949 (1,149) 2,800 2,833 (1,416) 1,417
Total comprehensive income / (loss)
attributable to owners of the parent 3,949 (1,149) 2,800 2,833 (1,416) 1,417
Earnings / (loss) per share attributable to
owners of the parent 8
Basic 2.7p (0.8p) 1.9p 2.0p (1.0p) 1.0p
Fully diluted 2.6p (0.8p) 1.8p 1.9p (1.0p) 0.9p
1
Adjusted results exclude adjusting items, as detailed in note 1(b).
The notes on pages 88 to 120 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
81
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2022
Attributable to owners of the Company
Note
Share
capital
£’000
Own
shares
£’000
Share
premium
£’000
Reserve
for shares
to be
issued
£’000
Deferred
shares
£’000
Foreign
currency
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
At 1 January 2021 15,141 (5,902) 1,101 607 80 166 35,977 47,170
Profit for the year and total
comprehensive income 1,417 1,417
Currency translation adjustment (23) (23)
Transactions with owners in
their capacity as owners:
Dividends 23 (1,450) (1,450)
Purchase of own shares 21 (481) (481)
Exercise of share awards 21,22 912 (493) (419)
Fair value of employee services 22 357 357
Tax on share-based payments 13 118 118
As at 31 December 2021 15,141 (5,471) 1,101 471 80 143 35,643 47,108
Profit for the year and total
comprehensive income 2,800 2,800
Currency translation adjustment 1 1
Transactions with owners in
their capacity as owners:
Dividends 23 (1,436) (1,436)
Purchase of own shares 21 (604) (604)
Exercise of share awards 21,22 212 (54) (158)
Lapsed share awards 22 (14) 14
Fair value of employee services 22 724 724
Tax on share-based payments 13 233 233
As at 31 December 2022 15,141 (5,863) 1,101 1,127 80 144 37,096 48,826
The notes on pages 88 to 120 are an integral part of these consolidated financial statements.
www.centaurmedia.com
82
Company Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2022
Attributable to owners of the Company
Note
Share
capital
£’000
Own
shares
£’000
Share
premium
£’000
Reserve
for shares
to be
issued
£’000
Deferred
shares
£’000
Retained
earnings
£’000
Total
equity
£’000
At 1 January 2021 15,141 (4,135) 1,101 607 80 27,756 40,550
Loss for the year and total
comprehensive loss (2,325) (2,325)
Transactions with owners in their
capacity as owners:
Dividends 23 (1,450) (1,450)
Exercise of share awards 22 (493) 80 (413)
Fair value of employee services 22 357 357
Tax on share-based payments 13 88 88
As at 31 December 2021 15,141 (4,135) 1,101 471 80 24,149 36,807
Loss for the year and total
comprehensive loss (4,619) (4,619)
Transactions with owners in their
capacity as owners:
Dividends 23 (1,436) (1,436)
Exercise of share awards 22 (54) (27) (81)
Lapsed share awards 22 (14) 14
Fair value of employee services 22 724 724
Tax on share-based payments 13 101 101
As at 31 December 2022 15,141 (4,135) 1,101 1,127 80 18,182 31,496
The notes on pages 88 to 120 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
83
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
AS AT 31 DECEMBER 2021
Registered number 04948078
Note
31 December
2022
£’000
31 December
2021
£’000
Non-current assets
Goodwill 9 41,162 41,162
Other intangible assets 10 2,611 3,102
Property, plant and equipment 11 387 2,484
Deferred tax assets 13 1,673 2,488
Other receivables 14 27 319
45,860 49,555
Current assets
Trade and other receivables 14 5,357 6,059
Cash and cash equivalents 15 7,501 13,065
Short-term deposits 16 8,500
Current tax assets 20 165 195
21,523 19,319
Total assets 67,383 68,874
Current liabilities
Trade and other payables 17 (9,652) (11,408)
Lease liabilities 18 (1,884)
Deferred income 19 (8,885) (7,846)
(18,537) (21,138)
Net current assets / (liabilities) 2,986 (1,819)
Non-current liabilities
Lease liabilities 18 (500)
Deferred tax liabilities 13 (20) (128)
(20) (628)
Net assets 48,826 47,108
Capital and reserves attributable to owners of the Company
Share capital 21 15,141 15,141
Own shares (5,863) (5,471)
Share premium 1,101 1,101
Other reserves 1,207 551
Foreign currency reserve 144 143
Retained earnings 37,096 35,643
Total equity 48,826 47,108
The financial statements on pages 81 to 120 were approved by the Board of Directors on 14 March 2023 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
www.centaurmedia.com
84
Company Statement of Financial Position
AS AT 31 DECEMBER 2021
Registered number 04948078
Note
31 December
2022
£’000
31 December
2021
£’000
Non-current assets
Investments 12 65,529 65,155
Deferred tax assets 13 375 190
Other receivables 14 1,225 1,197
67,129 66,542
Current assets
Trade and other receivables 14 136 161
136 161
Total assets 67,265 66,703
Current liabilities
Trade and other payables 17 (35,769) (29,896)
(35,769) (29,896)
Net current liabilities (35,633) (29,735)
Net assets 31,496 36,807
Capital and reserves attributable to owners of the Company
Share capital 21 15,141 15,141
Own shares (4,135) (4,135)
Share premium 1,101 1,101
Other reserves 1,207 551
Retained earnings 18,182 24,149
Total equity 31,496 36,807
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its
own statement of comprehensive income in these financial statements. The Company’s loss for the year was £4,619,000 (2021: loss of
£2,325,000).
The financial statements on pages 81 to 120 were approved by the Board of Directors on 14 March 2023 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
85
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2022
Note
2022
£’000
2021
£’000
Cash flows from operating activities
Cash generated from operations 24 8,402 9,521
Tax paid 7 (30)
Net cash generated from operating activities 8,372 9,521
Cash flows from investing activities
Purchase of property, plant and equipment 11 (284) (51)
Purchase of intangible assets 10 (1,073) (706)
Interest received 6 63 1
Investment in short-term deposits 16 (8,500)
Net cash flows used in investing activities (9,794) (756)
Cash flows from financing activities
Finance costs paid 6 (71) (88)
Repayment of obligations under lease 18 (1,921) (2,036)
Termination of lease 18 (243)
Purchase of own shares 21 (604) (306)
Dividends paid to Company’s shareholders 23 (1,436) (1,448)
Loan arrangement fees 24 (107)
Net cash flows used in financing activities (4,275) (3,985)
Net (decrease) / increase in cash and cash equivalents (5,697) 4,780
Cash and cash equivalents at beginning of the year 13,065 8,300
Effects of foreign currency exchange rate changes 133 (15)
Cash and cash equivalents at end of year 15 7,501 13,065
The notes on pages 88 to 120 are an integral part of these consolidated financial statements
www.centaurmedia.com
86
Company Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2022
Note
2022
£’000
2021
£’000
Cash flows from operating activities
Cash generated from operating activities 24 1,507 1,642
Cash flows from financing activities
Finance costs paid 6 (71) (87)
Dividends paid to Company’s shareholders 23 (1,436) (1,448)
Loan arrangement fees 24 (107)
Net cash flows used in financing activities (1,507) (1,642)
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of year 15
The notes on pages 88 to 120 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
87
FINANCIAL STATEMENTS
Notes to the Financial Statements
1 Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated and Company financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the
Group consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur Media Plc. Centaur Media Plc is a public company
limited by shares and incorporated in England and Wales.
(a) Basis of preparation
The consolidated and Company financial statements have been prepared in accordance with UK-adopted International Accounting
Standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The
financial statements have been prepared on a historical cost basis except where stated otherwise within the accounting policies.
In preparing the Group financial statements management has considered the impact of climate change, taking into account the relevant
disclosures in the Strategic Report, including those made in accordance with the recommendations of the Taskforce on Climate-related
Financial Disclosures. This included an assessment of assets with indefinite and long lives as well as impairment assessments of CGU’s
(including forecasted cash flows), and how they could be impacted by measures taken to address global warming. Recognising that the
environmental impact of the Group’s operations, and the use of the Group’s services, is relatively low, no issues were identified that would
impact the carrying values of such assets or have any other impact on the financial statements.
Going concern
The financial statements have been prepared on a going concern basis. The Directors have carefully assessed the Group’s ability to
continue trading and have a reasonable expectation that the Group and Company have adequate resources to continue in operational
existence for at least twelve months from the date of approval of these financial statements and for the foreseeable future, being the
period in the viability statement on page 44.
At 31 December 2022, the Group had cash and cash equivalents of £7,501,000 (2021: £13,065,000) and short-term deposits of
£8,500,000 (2021: £nil). Since March 2021, the Group has had its multi-currency revolving credit facility with NatWest. The facility consists
of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group’s
working capital and general corporate needs. In December 2022, the Group took the option to extend the facility for one year and the
facility now runs to March 2025, with the remaining option to extend for one further year. £nil of this was drawn down at
31 December 2022.
The Group has net current assets at 31 December 2022 amounting to £2,986,000 (2021: net current liabilities £1,819,000). In prior year,
the net current liability position primarily arose from its normal high levels of deferred income relating to performance obligations to be
delivered in the future rather than an inability to service its liabilities. At 31 December 2022, there are still normal high levels of deferred
income, however the increase in net cash in 2022 of £2,936,000 (note 1(b)) and the termination of a property lease resulting in nil lease
liabilities at the balance sheet date has resulted in achieving net current asset position. A lease agreement for new office space was
signed during the year, with a commencement date of 1 January 2023, and has been included in this report as a capital commitment
(note 27). An assessment of cash flows for the next three financial years, which has taken into account the factors described above,
has indicated an expected level of cash generation which would be sufficient to allow the Group to fully satisfy its working capital
requirements and the guarantee given in respect of its UK subsidiaries, to cover all principal areas of expenditure, including maintenance,
capital expenditure and taxation during this year, and to meet the financial covenants under the revolving credit facility. The Company
has net current liabilities at 31 December 2022 amounting to £35,633,000 (2021: £29,735,000). In both the current and prior year, these
almost entirely arose from unsecured payables to subsidiaries which have no fixed date of repayment.
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
year. Although these estimates are based on management’s best knowledge of the amount, events or actions, the actual results may
ultimately differ from those estimates.
Having assessed the principal risks and the other matters discussed in connection with the Viability Statement on page 44 which
considers the Group and Company’s viability over a three-year period to March 2026, the Directors consider it appropriate to adopt the
going concern basis of accounting in preparing both the consolidated financial statements of the Group and the financial statements of
the Company.
New and amended standards adopted by the Group
No new standards or amendments to standards that are mandatory for the first time for the financial year commencing 1 January 2022
affected any of the amounts recognised in the current year or any prior year and are not likely to affect future periods.
www.centaurmedia.com
88
1 Summary of significant accounting policies continued
New standards and interpretations not yet adopted
'Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)' will be effective for financial periods beginning
on or after 1 January 2023. This amendment has revised that an entity is now required to disclose its material accounting policy
information instead of its significant accounting policies. This will therefore impact the detail and number of accounting policies disclosed
from the subsequent financial year onwards.
There are no additional standards that are not yet effective and that would be expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future transactions.
Comparative numbers
Prior year comparative numbers have been updated to reflect current year presentation and disclosures. The prior year share-based
payments reported under key management compensation in note 5 have been re-presented to reflect the share-based payment expense
attributable to key management personnel during the year. This was previously presented as the market value of shares exercised by key
management personnel during the year. There is no impact on the face of the consolidated statement of comprehensive income.
(b) Presentation of non-statutory measures
In addition to IFRS statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group’s performance
and consider that presentation of these measures provides shareholders with an additional understanding of the core trading
performance of the Group. The measures used are explained and reconciled to their IFRS statutory headings below.
Adjusted operating profit and adjusted earnings per share
The Directors believe that adjusted results and adjusted earnings per share, provide additional useful information on the core operational
performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term ‘adjusted’ is not a
defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is
not intended to be a substitute for, or superior to, IFRS measurements of profit.
Adjustments are made in respect of:
Exceptional costs – the Group considers items of income and expense as exceptional and excludes them from the adjusted results
where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the
financial statements to better understand the results of the core operations of the Group.
Amortisation of acquired intangible assets – the amortisation charge for those intangible assets recognised on business combinations
is excluded from the adjusted results of the Group since they are non-cash charges arising from investment activities. As such, they are
not considered reflective of the core trading performance of the Group. Details of amortisation of acquired intangible assets are shown
in note 10.
Share-based payments – share-based payment expenses or credits are excluded from the adjusted results of the Group as the
Directors believe that the volatility of these charges can distort the user’s view of the core trading performance of the Group. Details of
share-based payments are shown in note 22.
Other separately reported items – certain other items are excluded from adjusted results where they are considered large or unusual
enough to distort the comparability of core trading results year-on-year. Details of these separately disclosed items are shown in
note 4.
The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes, calculated using the
standard rate of corporation tax. See note 7 for a reconciliation between reported and adjusted tax charges.
Further details of adjusting items are included in note 4. A reconciliation between adjusted and statutory earnings per share measures is
shown in note 8.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
89
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
1 Summary of significant accounting policies
 continued
Adjusted operating profit and adjusted earnings per share continued
Profit before tax reconciles to adjusted operating profit as follows:
Note
2022
£’000
2021
£’000
Profit before tax 3,805 1,361
Adjusting items:
Amortisation of acquired intangible assets 10 521 1,091
Impairment of acquired intangible assets 10 25
Gain on remeasurement of lease 18 (151)
Lease termination fee 11,18 243
Share-based payment expense 22 806 495
Adjusted profit before tax 5,224 2,972
Finance income 6 (85) (1)
Finance costs 6 158 261
Adjusted operating profit 5,297 3,232
Adjusted operating cash flow
Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of
adjusting items, which are defined above, and including capital expenditure. The Directors use this measure to assess the performance
of the Group as it excludes volatile items not related to the core trading of the Group and includes the Group’s management of capital
expenditure. Statutory cash flow from operations reconciles to adjusted operating cash as below:
Note
2022
£’000
2021
£’000
Reported cash flow from operating activities 24 8,402 9,521
Adjusted operating cash flow 8,402 9,521
Capital expenditure (1,357) (757)
Post capital expenditure cash flow 7,045 8,764
Our cash conversion rate for the year was 99% (2021: 164%).
Underlying revenue growth
The Directors review underlying revenue growth in order to allow a like-for-like comparison of revenues between years. Underlying
revenues therefore exclude the impact of revenue contribution arising from acquired or disposed businesses and other revenue streams
that are not expected to be ongoing in future years. There were no exclusions for underlying revenue in the current or prior year. Statutory
revenue growth is equal to underlying revenue growth and is as follows:
Xeim
£’000
The Lawyer
£’000
Total
£’000
Reported and underlying revenue 2021 32,108 6,972 39,080
Reported and underlying revenue 2022 33,292 8,301 41,593
Reported and underlying revenue growth 4% 19% 6%
Adjusted EBITDA
Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted operating profit before depreciation and impairment of
tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. It is used
by the Directors as a measure to review performance of the Group and forms the basis of some of the Group’s financial covenants under
its revolving credit facility. Adjusted EBITDA is calculated as follows:
Note
2022
£’000
2021
£’000
Adjusted operating profit (as above) 5,297 3,232
Depreciation of property, plant and equipment 3,11 2,028 1,808
Amortisation of computer software 3,10 1,136 1,335
Impairment of computer software 3,10 55
Adjusted EBITDA 8,461 6,430
www.centaurmedia.com
90
1 Summary of significant accounting policies continued
Net cash
Net cash is not a measure defined by IFRS. Net cash is calculated as cash and cash equivalents, plus short-term deposits less overdrafts
and bank borrowings under the Group’s financing arrangements. The Directors consider the measure useful as it gives greater clarity over
the Group’s liquidity as a whole. Group net cash is calculated as follows:
Note
2022
£’000
2021
£’000
Cash and cash equivalents 15 7,501 13,065
Short-term deposits 16 8,500
Net cash 16,001 13,065
(c) Principles of consolidation
The consolidated financial statements incorporate the financial statements of Centaur Media Plc and all of its subsidiaries after elimination
of intercompany transactions and balances.
(i) Subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that the Group ceases to
control them.
On the disposal of a subsidiary, assets and liabilities of that subsidiary are de-recognised from the consolidated statement of financial
position, earnings up to the date of loss of control are retained in the Group, and a profit/(loss) on disposal is recognised, measured as
consideration received less the fair value of assets and liabilities disposed of.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. The accounting
policies of subsidiaries are consistent with the policies adopted by the Group.
(ii) Employee Benefit Trust
The Centaur Employees’ Benefit Trust (‘Employee Benefit Trust’) is a trust established by Trust deed in 2006 for the granting of shares
to applicable employees. Its assets and liabilities are held separately from the Company and are fully consolidated in the consolidated
statement of financial position. Holdings of Centaur Media Plc shares by the Employee Benefit Trust are shown within the ‘own shares’
reserve as a deduction from consolidated equity.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Pounds
Sterling, which is the Group and Company’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates are recognised in the consolidated statement of comprehensive income.
(iii) Group companies
The results and financial position of the Group entities that have a functional currency different from the presentation currency, as
disclosed in note 12, are translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average
is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions); and
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are
recognised in other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are
recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
91
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
1 Summary of significant accounting policies
 continued
(e) Revenue recognition
Revenue is measured at the transaction price, which is the amount of consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to the customer. Judgement may arise in timing and allocation of transaction price when there
are multiple performance obligations in one contract. However, an annual impact assessment is performed which has confirmed that
the impact is immaterial in both the current year and comparative year. Revenue arises from the sales of premium content, training and
advisory, marketing services, events, marketing solutions and recruitment advertising in the normal course of business, net of discounts
and value added tax. Goods and services exchanged as part of a barter transaction are recognised in revenue at the fair value of the
goods and services provided. Returns, refunds and other similar allowances, which have historically been low in volume and immaterial in
magnitude, are accounted for as a reduction in revenue as they arise.
Where revenue is deferred it is held as a balance in deferred income on the consolidated statement of financial position. At any given
reporting date, this deferred income is current in nature and is expected to be recognised wholly in revenue in the following financial year,
with the exception of returns and credit notes, which have historically been low in volume and immaterial in magnitude.
The Group recognises revenue earned from contracts as individual performance obligations are met, on a stand-alone selling price basis.
This is when value and control of the product or service has transferred, being when the product is delivered to the customer or the
period in which the services are rendered as set out in more detail below.
Premium Content
Revenue from subscriptions is deferred and recognised on a straight-line basis over the subscription period, reflecting the continuous
provision of paid content services over this time. Revenue from individual publication sales is recognised at the point at which the
publication is delivered to the customer. In general, the Group bills customers for premium content at the start of the contract.
Training and Advisory
Revenue from training and advisory is deferred and recognised over the period of the training or when a separately identifiable milestone
of a contract has been delivered to the customer. In general, the Group bills customers for training and advisory up front or on a milestone
basis as the service is delivered.
Marketing Services
Revenue from campaign work and consultancy contracts is recognised when the Group has obtained the right to consideration in
exchange for its performance, which is when a separately identifiable phase (milestone) of a contract has been completed and the value
and benefit of the services rendered have been transferred to the customer. In general, the Group bills customers for marketing services
up front on a milestone basis.
Events
Consideration received in advance for events is deferred and revenue is recognised at the point in time at which the event takes place. In
general, the Group bills customers for events before the event date.
Marketing Solutions
Marketing solutions revenue from display and bespoke campaigns is recognised over the period that the service is provided. In general,
the Group bills customers for marketing solutions on delivery.
Recruitment Advertising
Sales of online recruitment advertising space are recognised in revenue over the period during which the advertisements are placed.
Sales of recruitment advertising space in publications are recognised at the point at which the publication occurs. In general, the Group
bills customers for recruitment advertising on delivery.
(f) Finance income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be
measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that
asset’s net carrying amount on initial recognition.
(g) Finance costs
Finance costs are recognised in the consolidated statement of comprehensive income in the period in which they are incurred.
(h) Investments
In the Company’s financial statements, investments in subsidiaries are stated at cost less provision for impairment in value.
Investments are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss
is recognised to the extent that the carrying value exceeds the higher of the investments fair value less cost of disposal and its value-in-
use. An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital.
Any impairment is recognised in the statement of comprehensive income. If there has been a change in the estimates used to determine
the investment’s recoverable amount, impairment losses that have been recognised in prior periods may be reversed. This reversal is
recognised in the statement of comprehensive income.
www.centaurmedia.com
92
1 Summary of significant accounting policies continued
(i) Income tax
The tax expense represents the sum of current and deferred tax.
Current tax is based on the taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further
includes items that are never taxable or deductible. The Group and Company’s liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the reporting date.
Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. 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 to utilise those temporary differences and losses. Such assets and liabilities are not recognised if the
temporary difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
Deferred tax is calculated at the enacted or substantively enacted tax rates that are expected to apply in the year when the liability is
settled, or the asset is realised. Deferred tax is charged or credited to the consolidated statement of comprehensive income, except when
it relates to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is recognised in
equity or other comprehensive income respectively.
The carrying amount of deferred tax assets is reviewed at each reporting date and is 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.
(j) Leases
Lessee accounting
Under IFRS 16, leases are accounted for on a ‘right-of-use model’ reflecting that, at the commencement date, the Group as a lessee has
a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The financial
obligation is recognised as a lease liability, and the right to use the underlying asset is recognised as a right-of-use (‘ROU’) asset. The
ROU assets are recognised within property, plant and equipment on the face of the consolidated statement of financial position and are
presented separately in note 11.
The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that cannot
be readily determined, the incremental borrowing rate. The incremental borrowing rate is estimated to discount future lease payments to
measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates the
lessee would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with
similar terms, security and economic environment. Subsequently, the lease liability is measured at amortised cost, with interest increasing
the carrying amount and lease payments reducing the carrying amount. The carrying amount is remeasured to reflect any reassessment
or lease modifications, or to reflect revised in-substance fixed lease payments.
The ROU asset is initially measured at cost which comprises:
the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date, less any lease incentives received;
any initial direct costs; and
an estimate of costs to be incurred at the end of the lease term.
Subsequently, the ROU asset is measured at cost less accumulated depreciation and impairment losses. Depreciation is calculated to
write off the cost on a straight-line basis over the lease term.
Using the exemption available under IFRS 16, the Group elects not to apply the requirements above to:
Short-term leases; and
Leases for which the underlying asset is of a low value.
In these cases, the Group recognises the lease payments as an expense on a straight-line basis over the lease term, or another
systematic basis if that basis is more representative of the agreement.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
93
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
1 Summary of significant accounting policies
 continued
(k) Impairment of assets
Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events indicate that the carrying value may
not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less
cost of disposal and its value-in-use. An asset’s value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax
weighted average cost of capital.
(l) Property, plant and equipment
See note 1(j) for right-of-use assets. All other property, plant and equipment is stated at historical cost less accumulated depreciation and
impairment losses. The historical cost of property, plant and equipment is the purchase cost together with any incidental direct costs
of acquisition. Depreciation is calculated to write off the cost, less estimated residual value, of assets, on a straight-line basis over the
expected useful economic lives to the Group over the following periods:
Fixtures and fittings – 5 to 10 years
Computer equipment – 3 to 5 years
Right-of-use assets – over the lease term
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting year, with the effect of
any changes in estimate accounted for on a prospective basis.
(m) Intangible assets
(i) Goodwill
Where the cost of a business acquisition exceeds the fair values attributable to the separable net assets acquired, the resulting goodwill
is capitalised and allocated to the cash generating unit (‘CGU’) or groups of CGUs that are expected to benefit from the synergies of the
business combination. Goodwill has an indefinite useful life and is tested for impairment annually on a Group level or whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
Each segment is deemed to be a CGU. Goodwill and acquired intangible assets are assessed for impairment in accordance with IAS 36
‘Impairment of Assets’. In assessing whether a write-down of goodwill and acquired intangible assets is required, the carrying value of the
segment is compared with its recoverable amount. Recoverable amount is measured as the higher of fair value less cost of disposal and
value-in-use. Any impairment is recognised in the consolidated statement of comprehensive income (in net operating expenses) and is
classified as an adjusting item. Impairment of goodwill is not subsequently reversed.
In undertaking the impairment testing at 31 December 2022 management considered its climate change risk and opportunity assessment,
and after taking account of the materiality of the expected impact, did not view there to be any adjustment needed to the cash flow
forecasts or long-term growth rates used in the testing.
On the disposal of a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
(ii) Brands and publishing rights and customer relationships
Separately acquired brands and publishing rights are shown at historical cost. Brands and publishing rights and customer relationships
acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently
carried at cost less accumulated amortisation and impairment losses.
(iii) Software
Computer software that is not integral to the operation of the related hardware is carried at cost less accumulated amortisation. Costs
associated with the development of identifiable and unique software products controlled by the Group that will generate probable future
economic benefits in excess of costs are recognised as intangible assets when the criteria of IAS 38 ‘Intangible Assets’ are met. They are
carried at cost less accumulated amortisation and impairment losses.
www.centaurmedia.com
94
1 Summary of significant accounting policies continued
(iv) Amortisation methods and periods
Amortisation is calculated to write off the cost or fair value of intangible assets on a straight-line basis over the expected useful economic
lives to the Group over the following periods:
Computer software – 3 to 5 years
Brands and publishing rights – 5 to 20 years
Customer relationships – 3 to 10 years or over the term of any specified contract
Separately acquired websites and content – 3 to 5 years
(n) Employee benefits
(i) Post-employment obligations
The Group and Company contribute to a defined contribution pension scheme for the benefit of employees. The assets of the scheme
are held separately from those of the Group in an independently administered fund. Contributions to defined contribution schemes are
charged to the statement of comprehensive income in net operating expenses when employer contributions become payable.
(ii) Share-based payments
The Group operates several equity-settled share-based payment plans, under which the Group receives services from employees in
consideration for equity instruments (share options and shares) of the Company. Information relating to these plans is set out in note 22.
Equity-settled share-based payments are measured at fair value at the date of grant. Fair value is measured using either a Monte Carlo
simulation (stochastic) model or Black-Scholes option pricing model. The fair value of the employee services received in exchange for
the grant of share awards and options is recognised as an expense on a straight-line basis over the vesting period, based on the Group’s
estimate of the number of options or shares that will eventually vest. Non-market-based performance or service vesting conditions (for
example profitability and remaining as an employee of the entity over a specified time period) are included in assumptions about the
number of share awards and options that are expected to vest. Market-based performance criteria is reflected in the measurement of fair
value at the date of grant.
The impact of the revision to original estimates, if any, is recognised in the consolidated statement of comprehensive income, with a
corresponding adjustment to equity, such that the cumulative expense reflects the revised estimate. The cumulative share-based payment
expense held in reserves is recycled into retained earnings when the share awards or options lapse or are exercised. When options are
exercised, shares are either transferred to the employee from the Employee Benefit Trust or by issuing new shares. The social security
contributions payable in connection with the grant of share awards is treated as a cash-settled transaction.
The award by the Company of share-based payment awards over its equity instruments to the employees of subsidiary undertakings
in the Group is treated as a capital contribution only if it is left unsettled. The fair value of employee services received, measured by
reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with
a corresponding credit to equity.
A deferred tax asset is recognised on share options based on the intrinsic value of the options, which is calculated as the difference
between the fair value of the shares under option at the reporting date and exercise price of the share options. The deferred tax asset is
utilised when the share options are exercised or released when share options lapse. The accounting policy regarding deferred tax is set
out above in note 1(i).
(o) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources will be required to settle the obligation and the obligation can be reliably estimated.
(p) Equity
(i) Share capital and share premium
Ordinary and deferred shares are classified as equity. The excess of consideration received in respect of shares issued over the nominal
value of those shares is recognised in the share premium account. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity instruments, for example as the result of a share buyback or share-based
payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity
attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are
subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income
tax effects, is included in equity attributable to the owners of the Company.
Shares held by the Employee Benefit Trust are disclosed as own shares and deducted from equity.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
95
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
1 Summary of significant accounting policies
 continued
(ii) Own shares
Own shares consist of treasury shares and shares held within the Employee Benefit Trust.
Own shares are recognised at cost as a deduction from equity shareholders’ funds. Subsequent consideration received for the sale of
such shares is also recognised in equity, with any excess of consideration received between the sale proceeds and the original cost being
recognised in share premium. No gain or loss is recognised in the financial statements on transactions in treasury shares.
(q) Dividends
Dividends are recognised in the year in which they are paid or, in respect of the Company’s final dividend for the year, approved by the
shareholders in the Annual General Meeting.
(r) Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The
Executive Committee has been identified as the chief operating decision-maker, reviewing the Group’s internal reporting on a monthly
basis in order to assess performance and allocate resources. Refer to note 2 for the basis of segmentation.
(s) Financial instruments
The Group has applied IFRS 9 ‘Financial Instruments’ as outlined below:
(i) Financial assets
The Group classifies and measures its financial assets in line with one of the three measurement models under IFRS 9: at amortised cost,
fair value through profit or loss, and fair value through other comprehensive income. Management determines the classification of its
financial assets based on the requirements of IFRS 9 at initial recognition.
They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-
current assets. The Group’s financial assets comprise trade and other receivables, short-term deposits and cash and cash equivalents in
the consolidated statement of financial position. Please see the following sections.
(ii) Trade receivables
Trade receivables are accounted for under IFRS 9, being recognised initially at fair value and subsequently at amortised cost less any
allowance for expected lifetime credit losses under the ‘expected credit loss’ model. As mandated by IFRS 9, the expected lifetime credit
losses are calculated using the ‘simplified’ approach.
A provision matrix is used to calculate the allowance for expected lifetime credit losses on trade receivables which is based on historical
default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. The allowance for expected
lifetime credit losses is established by considering, on a discounted basis, the cash shortfalls it would incur in various default scenarios
for prescribed future periods and multiplying those shortfalls by the probability of each scenario occurring. The historical loss rates are
adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the
receivables. The allowance is the sum of these probability weighted outcomes. The allowance and any changes to it are recognised in
the consolidated statement of comprehensive income within net operating expenses. When a trade receivable is uncollectible, it is written
off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against net
operating expenses in the consolidated statement of comprehensive income. The Group defines a default as failure of a debtor to repay
an amount due as this is the time at which our estimate of future cash flows from the debtor is affected.
(iii) Short-term deposits
Short-term deposits include cash held on deposit for a term of greater than 90 days or not readily convertible to known amounts of cash.
(iv) Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and deposits repayable on demand or maturing within three months from the
date of acquisition.
(v) Financial liabilities
Debt and trade and other payables are recognised initially at fair value based on amounts exchanged, net of transaction costs, and
subsequently at amortised cost.
Interest expense on debt is accounted for using the effective interest method and is recognised in finance costs.
(vi) Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
(vii) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred and carried subsequently at amortised cost. Costs of
borrowings, including commitment fees on undrawn facilities, are recognised in the consolidated statement of comprehensive income as
incurred or, where appropriate, across the term of the related borrowing.
www.centaurmedia.com
96
1 Summary of significant accounting policies continued
(viii) Receivables from and payables to subsidiaries and the Employee Benefit Trust
The Company has amounts receivable from and payable to subsidiaries and the receivable from the Employee Benefit Trust which are
recognised at fair value. Amounts receivable from subsidiaries and the Employee Benefit Trust are assessed annually for recoverability
under the requirements of IFRS 9.
(t) Key accounting assumptions, estimates and judgements
The preparation of financial statements under IFRS requires the use of certain key accounting assumptions and requires management to
exercise its judgement and to make estimates. Those that have the most significant effect on the amounts recognised in the consolidated
financial statements or have the most risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Key sources of estimation uncertainty
(i) Carrying value of goodwill, other intangible assets and Company investment estimate
In assessing whether goodwill, other intangible assets and the Company’s investment are impaired, the Group uses a discounted cash
flow model which includes forecast cash flows and estimates of future growth. If the results of operations in future periods are lower
than included in the cash flow model, impairments may be triggered. A sensitivity analysis has been performed on the value-in-use
calculations. Further details of the assumptions and sensitivities in the discounted cash flow model are included in notes 9 and 12.
Critical accounting judgements
(ii) Adjusting items judgement
The term ‘adjusted’ is not a defined term under IFRS. Judgement is required to ensure that the classification and presentation of certain
items as adjusting, including exceptional costs, is appropriate and consistent with the Group’s accounting policy. Further details about the
amounts classified as adjusting are included in notes 1(b) and 4.
Other areas of judgement and accounting estimates
The consolidated financial statements include other areas of judgement and accounting estimates. While these areas do not meet the
definition under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain
material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas of judgement and
accounting estimates are:
Deferred tax (estimation of forecasted future taxable profits) refer to notes 1(i) and 13;
Lease liabilities (lease term judgement) refer to notes 1(j) and 18;
Lease liabilities (IBR rate estimate) refer to notes 1(j) and 18; and
Share-based payment expense (estimation of fair value) refer to notes 1(n)(ii) and 22.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
97
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
2 Segmental reporting
The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenues from
a combination of premium content, training and advisory, marketing services, events, marketing solutions and recruitment advertising.
Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion
to revenues or headcount. Corporate income and costs have been presented separately as ‘Central’. The Group believes this is the most
appropriate presentation of segmental reporting for the user to understand the core operations of the Group. There is no inter-segmental
revenue.
Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment
liabilities primarily comprise trade payables, accruals and deferred income.
Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances,
cash and cash equivalents, short-term deposits and lease liabilities.
Capital expenditure comprises purchases of additions to property, plant and equipment and intangible assets.
2022 Note
Xeim
£’000
The Lawyer
£’000
Central
£’000
Group
£’000
Revenue 33,292 8,301 41,593
Adjusted operating profit / (loss) 1(b) 6,198 2,474 (3,375) 5,297
Amortisation of acquired intangibles 10 (521) (521)
Gain on remeasurement of lease 18 118 27 6 151
Lease termination fee 11, 18 (190) (43) (10) (243)
Share-based payment expense 22 (260) (72) (474) (806)
Operating profit / (loss) 5,345 2,386 (3,853) 3,878
Finance income 6 85
Finance costs 6 (158)
Profit before tax 3,805
Taxation 7 (1,005)
Profit for the year 2,800
Segment assets 34,343 17,391 51,734
Corporate assets 15,649 15,649
Consolidated total assets 67,383
Segment liabilities (11,139) (2,778) (13,917)
Corporate liabilities (4,640) (4,640)
Consolidated total liabilities (18,557)
Other items
Capital expenditure (tangible and intangible assets) 1,143 147 67 1,357
www.centaurmedia.com
98
2 Segmental reporting continued
2021 Note
Xeim
£’000
The Lawyer
£’000
Central
£’000
Group
£’000
Revenue 32,108 6,972 39,080
Adjusted operating profit / (loss) 1(b) 4,469 2,110 (3,347) 3,232
Amortisation of acquired intangibles 10 (1,091) (1,091)
Impairment of acquired intangibles 10 (25) (25)
Share-based payments 22 (113) (2) (380) (495)
Operating profit / (loss) 3,240 2,108 (3,727) 1,621
Finance income 6 1
Finance costs 6 (261)
Profit before tax 1,361
Taxation 7 56
Profit for the year 1,417
Segment assets 38,167 18,216 56,383
Corporate assets 12,491 12,491
Consolidated total assets 68,874
Segment liabilities (13,251) (2,795) (16,046)
Corporate liabilities (5,720) (5,720)
Consolidated total liabilities (21,766)
Other items
Capital expenditure (tangible and intangible assets) 401 188 168 757
Supplemental information
Revenues by geographical location
The Group’s revenues from external customers by geographical location are detailed below:
Xeim
2022
£’000
The Lawyer
2022
£’000
Total
2022
£’000
Xeim
2021
£’000
The Lawyer
2021
£’000
Total
2021
£’000
United Kingdom 19,573 6,882 26,455 19,057 5,662 24,719
Europe (excluding United Kingdom) 5,726 609 6,335 4,567 675 5,242
North America 4,639 628 5,267 4,954 445 5,399
Rest of world 3,354 182 3,536 3,530 190 3,720
33,292 8,301 41,593 32,108 6,972 39,080
Substantially all of the Group's net assets are located in the United Kingdom. The Directors therefore consider that the Group currently
operates in a single geographical segment, being the United Kingdom. Refer to note 12 for the location of the Groups subsidiaries.
Revenues by type
The Group’s revenues by type are as follows:
Xeim
2022
£’000
The Lawyer
2022
£’000
Total
2022
£’000
Xeim
2021
£’000
The Lawyer
2021
£’000
Total
2021
£’000
Premium Content 9,980 4,748 14,728 9,006 3,882 12,888
Training and Advisory 14,431 14,431 12,542 18 12,560
Marketing Services 2,850 2,850 3,301 3,301
Events 2,703 1,998 4,701 2,751 1,071 3,822
Marketing Solutions 2,948 565 3,513 4,145 840 4,985
Recruitment Advertising 380 990 1,370 363 1,161 1,524
33,292 8,301 41,593 32,108 6,972 39,080
The accounting policies for each of these revenue streams is disclosed in note 1(e), including the timing of revenue recognition. There are
some contracts for which revenue has not yet been recognised and is being held in deferred income, see note 19. This deferred income is
all current and is expected to be recognised as revenue in 2023.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
99
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
3 Net operating expenses
Operating profit / (loss) is stated after charging:
Note
Adjusted
Results
1
2022
£’000
Adjusting
Items
1
2022
£’000
Statutory
Results
2022
£’000
Adjusted
Results
1
2021
£’000
Adjusting
Items
1
2021
£’000
Statutory
Results
2021
£’000
Employee benefits expense 5 19,034 19,034 19,272 19,272
Depreciation of property, plant
and equipment 4,11 2,028 243 2,271 1,808 1,808
Amortisation of intangible assets 4,10 1,136 521 1,657 1,335 1,091 2,426
Impairment of intangible assets 10 55 25 80
Gain on remeasurement of lease 4,18 (151) (151)
Share-based payment expense 4,22 806 806 495 495
Net impairment of trade
receivables 25 (31) (31) (39) (39)
IT expenditure 2,645 2,645 2,563 2,563
Marketing expenditure 1,685 1,685 1,399 1,399
Other staff-related costs 233 233 618 618
Other operating expenses 9,566 9,566 8,837 8,837
36,296 1,419 37,715 35,848 1,611 37,459
Cost of sales 15,434 15,434 15,082 15,082
Distribution costs 60 60 62 62
Administrative expenses 20,802 1,419 22,221 20,704 1,611 22,315
36,296 1,419 37,715 35,848 1,611 37,459
1
Adjusted results exclude adjusting items, as detailed in note 1(b)
Services provided by the Company and Group’s auditor
2022
£’000
2021
£’000
Fees payable for the audit of Company and Group consolidated financial statements 120 109
Fees payable for the interim financial statement review 11 10
Total fees paid to the Company and Group’s auditor 131 119
4 Adjusting items
As discussed in note 1(b), certain items are presented as adjusting. These are detailed below:
Note
2022
£’000
2021
£’000
Amortisation of acquired intangible assets 10 521 1,091
Impairment of acquired intangible assets 10 25
Gain on remeasurement of lease 18 (151)
Lease termination fee 11,18 243
Share-based payment expense 22 806 495
Adjusting items to profit / (loss) before tax 1,419 1,611
Tax relating to adjusting items 7 (270) (195)
Total adjusting items after tax 1,149 1,416
Termination of lease
As a result of the termination of the London property lease, a net gain of £151,000 was recognised on remeasurement of the lease liability
and respective proportionate adjustment to the ROU asset. The termination fee was included in the measurement of the ROU asset at the
time of the remeasurement, therefore the £243,000 is recognised in depreciation. Refer to note 18 for further details.
Other adjusting items
Other adjusting items relate to the amortisation and impairment of acquired intangible assets (see note 10) and share-based payment
costs (see note 22).
www.centaurmedia.com
100
5 Directors and employees
Note
2022
Group
£’000
2021
Group
£’000
2022
Company
£’000
2021
Company
£’000
Wages and salaries 16,102 16,652 1,464 1,057
Social security costs 2,018 1,946 221 105
Other pension costs 914 674 50 42
Employee benefits expense 19,034 19,272 1,735 1,204
Share-based payment expense 22 806 495 424 325
19,840 19,767 2,159 1,529
The average number of employees employed during the year, including Executive Directors, was:
2022
Group
Number
2021
Group
Number
2022
Company
Number
2021
Company
Number
Xeim 201 202
The Lawyer 58 52
Central 10 10 4 4
269 264 4 4
The Group’s employees are employed and paid by Centaur Communications Limited, a Group company, with the exception of the
Company’s Directors and Company Secretary who are employed by the Company. As the employees provide services to other Group
companies, their costs are recharged.
Key management compensation
2022
£’000
Re-presented
2
2021
£’000
Salaries and short-term employment benefits 1,583 1,736
Post-employment benefits 78 74
Share-based payment expense 590 401
2,251 2,211
2
See note 1(a) for description of prior year re-presentation.
Key management is defined as the Executive Directors and Executive Committee members.
201,355 shares were exercised by Directors during the year at a share price of 40.0 pence. (2021: no Directors exercised share options
during the year). Details of Directors’ remuneration are included in the Remuneration Committee Report between pages 59 to 75.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
101
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
6 Finance income and costs
Note
2022
£’000
2021
£’000
Finance income
Interest income from short-term deposits 16 68
Interest income from cash and cash equivalents 17 1
85 1
Finance costs
Commitment fees and amortisation of arrangement fee in respect of revolving credit facility (105) (194)
Interest on lease 18 (51) (67)
Other finance costs (2)
(158) (261)
Net finance costs (73) (260)
Interest income from short-term deposits
Interest income from short-term deposits is calculated using the effective interest method and is recognised in profit or loss. Finance
income in relation to these short-term deposits resulted in cash inflows to the Group of £46,000 during the year (2021: £nil). Refer to note
16 for further details.
Fees on revolving credit facility
These finance costs are in relation to the £10m revolving credit facility, none of which was drawn down at 31 December 2022 (2021:
£nil). As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the current and prior year.
Finance costs in relation to this facility resulted in cash outflows by the Company and Group of £71,000 during the year (2021: £194,000).
Lease interest
A lease liability was recognised for the Group’s property lease. £51,000 of interest on this lease was incurred during the year (2021:
£67,000). Refer to notes 1(j) and 18 for further details.
7 Taxation
Note
2022
£’000
2021
£’000
Analysis of charge / (credit) for the year
Current tax 20
Overseas tax (3) 14
Adjustments in respect of prior years 68 (38)
65 (24)
Deferred tax 13
Current period 913 (175)
Adjustments in respect of prior years 27 143
940 (32)
Taxation charge / (credit) 1,005 (56)
The taxation charge / (credit) for the year can be reconciled to the profit in the consolidated statement of comprehensive income as
follows:
2022
£’000
20212021
£’000
Profit before tax 3,805 1,361
Tax at the UK rate of corporation tax of 19.0% (2021: 19.0%) 723 259
Effects of:
Expenses not deductible for tax purposes 18 69
Additional deduction for capital allowances (86)
Share-based payments 2 47
Effects of changes in tax rate on deferred tax balances 253 (538)
Different tax rates of subsidiaries in other jurisdictions 2
Adjustments in respect of prior years 95 105
Taxation charge / (credit) 1,005 (56)
www.centaurmedia.com
102
7 Taxation continued
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather
than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. Temporary differences are
remeasured using the enacted tax rates that are expected to apply when the liability is settled or the asset realised.
In prior year, tax losses were remeasured using the enacted tax rate (25%). However, the Group has utilised £2,775,000 of tax losses this
year at the current UK corporation tax rate of 19%, with the remaining £2,935,000 expected to be utilised in 2023 at the blended tax rate
of 23.5%. In the current year, the remaining losses have been remeasured at this blended tax rate to reflect this.
A reconciliation between the reported tax charge / (credit) and the adjusted tax charge taking account of adjusting items as discussed in
note 1(b) and 4 is shown below:
2022
£’000
2021
£’000
Reported tax charge / (credit) 1,005 (56)
Effects of:
Amortisation of acquired intangible assets 108 112
Gain on remeasurement of lease (36)
Share-based payments 198 83
Adjusted tax charge 1,275 139
8 Earnings / (loss) per share
Basic earnings per share (‘EPS’) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of shares in issue during the year. 3,112,784 (2021: 2,064,185) shares held in the Employee Benefit Trust and 4,550,179 (2021:
4,550,179) shares held in treasury (see note 21) have been excluded in arriving at the weighted average number of shares.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all deferred
shares and dilutive potential ordinary shares. This comprises share options and awards granted to Directors and employees under the
Group’s share-based payment plans where the exercise price is less than the average market price of the Company’s ordinary shares
during the year.
Basic and diluted earnings per share have also been presented on an adjusted basis, as the Directors believe that these measures are
more reflective of the underlying performance of the Group. These have been calculated as follows:
2022
Adjusted
Results
1
£’000
2022
Adjusted
Items
1
£’000
2022
Statutory
Results
£’000
2021
Adjusted
Results
1
£’000
2021
Adjusted
Items
1
£’000
2021
Statutory
Results
£’000
Profit / (loss) per share
attributable to owners
Profit / (loss) for the year 3,949 (1,149) 2,800 2,833 (1,416) 1,417
Number of shares (thousands)
Basic weighted average number
of shares 143,813 143,813 143,813 144,927 144,927 144,927
Effect of dilutive securities – options 7,638 7,638 7,947 7,947
Diluted weighted average number
of shares 151,451 143,813 151,451 152,874 144,927 152,874
Earnings / (loss) per share (pence)
Basic earnings per share 2.7 (0.8) 1.9 2.0 (1.0) 1.0
Fully diluted earnings per share 2.6 (0.8) 1.8 1.9 (1.0) 0.9
1
Adjusted results exclude adjusting items, as detailed in notes 1(b) and 4.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
103
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
9 Goodwill
Group
£’000
Cost
At 1 January 2021, 31 December 2021 and 31 December 2022 81,109
Accumulated impairment
At 1 January 2021, 31 December 2021 and 31 December 2022 39,947
Net book value
At 1 January 2021, 31 December 2021 and 31 December 2022 41,162
At 31 December 2022 a full impairment assessment has been carried out. No impairment is required for the carrying value of goodwill.
(2021: £nil).
Goodwill by segment
Each brand is deemed to be a cash generating unit (‘CGU’), being the lowest level at which cash flows are separately identifiable.
Goodwill is attributed to individual CGUs and has historically been reviewed at the operating segment level for the purposes of the annual
impairment review as this is the level at which management monitors goodwill.
Xeim
£’000
The Lawyer
£’000
Total
£’000
At 1 January 2021, 31 December 2021 and 31 December 2022 25,188 15,974 41,162
Impairment testing of goodwill and acquired intangible assets
At 31 December 2022, goodwill and acquired intangible assets (see note 10) were tested for impairment in accordance with IAS 36. In
assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared
with its recoverable amount. Recoverable amounts are measured based on value-in-use (‘VIU’).
The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the
assets and discounts these using a pre-tax rate of 9.9% (2021: 10.3%). The discount rate used is consistent with the Group’s weighted
average cost of capital and is used across all segments, which are all based predominantly in the UK and considered to have similar risks
and rewards.
The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth
rate. These have been derived from a combination of experience and management’s expectations of future growth rates in the business.
The Group has used the three-year plan forecast to 2025 for the first three years of the calculation and applied a terminal growth rate of
2.5% (2021: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues.
The three-year plan forecast to 2025 has been prepared brand by brand on a bottom-up basis following a review of the business where
management have identified the key growth and focus areas which will deliver the forecasted targets, and conversely which areas of the
business will be de-prioritised over that period. Overall the three-year plan forecast to 2025 assumes continued profit growth reflecting
top line expansion in flagship brands, while managing the impact of projected inflationary pressures.
The key assumptions and variables in this plan are sensitised in isolation and in combination. The main sensitivities applied to the key
drivers are outlined below. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible
changes in the assumptions.
Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to:
i. apply a 10% reduction to forecast Adjusted EBITDA in each year of the modelled cash flows. No impairment would occur in either of
the segments.
ii. apply a 2 percentage point increase in discount rate from 9.9% to 11.9%. No impairment would occur in either of the segments.
iii. reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments.
The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill or acquired intangible
assets of either CGU is required for the year ended 31 December 2022.
www.centaurmedia.com
104
10 Other intangible assets
Computer
software
£’000
Brands and
publishing
rights
£’000
Customer
relationships
£’000
Separately
acquired
websites and
content
£’000
Total
£’000
Cost
At 1 January 2021 18,983 1,558 11,321 3,216 35,078
Additions – separately acquired 396 396
Additions – internally generated 298 298
Disposals (48) (178) (226)
Exchange differences 2 2
At 31 December 2021 19,631 1,380 11,321 3,216 35,548
Additions – separately acquired 763 763
Additions – internally generated 403 403
Disposals (197) (197)
Exchange differences 21 21
At 31 December 2022 20,621 1,380 11,321 3,216 36,538
Accumulated amortisation
At 1 January 2021 16,221 808 9,922 3,216 30,167
Amortisation charge for the year 1,335 114 977 2,426
Impairment charge for the year 55 25 80
Disposals (48) (178) (226)
Exchange differences (1) (1)
At 31 December 2021 17,562 769 10,899 3,216 32,446
Amortisation charge for the year 1,136 99 422 1,657
Disposals (197) (197)
Exchange differences 21 21
At 31 December 2022 18,522 868 11,321 3,216 33,927
Net book value at 31 December 2022 2,099 512 2,611
Net book value at 31 December 2021 2,069 611 422 3,102
Net book value at 1 January 2021 2,762 750 1,399 4,911
Amortisation and impairment of intangible assets is included in net operating expenses in the consolidated statement of comprehensive
income. The current year amortisation charge is £1,657,000 (2021: £2,426,000). Acquired intangible assets from business combinations
represents the asset groups ‘Brands and publishing rights’, ‘Customer relationships’ and ‘Separately acquired websites and content’. The
amortisation on acquired intangible assets is £521,000 (2021: £1,091,000). This is presented as an adjusting item in note 4 (see note 1(b)
for further information).
Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by comparing the carrying value
with its recoverable amount. Refer to note 9 for further details. During the prior year, the Group impaired intangible assets totalling a net
book value of £80,000. The £80,000 impairment charge related to computer software and brand and publishing rights no longer in use
by the business. There was no impairment of other intangibles incurred in the current year.
The Company has no intangible assets (2021: £nil).
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
105
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
11 Property, plant and equipment
Fixtures
and fittings
£’000
Computer
equipment
£’000
ROU assets –
property
£’000
Total
£’000
Cost
At 1 January 2021 68 1,049 5,077 6,194
Additions – separately acquired 5 51 978 1,034
Disposals (2) (2)
Exchange differences 2 2
At 31 December 2021 73 1,098 6,057 7,228
Additions – separately acquired 21 273 294
Remeasurement (120) (120)
Disposals (21) (5,937) (5,958)
Exchange differences 2 2
At 31 December 2022 94 1,352 1,446
Accumulated depreciation
At 1 January 2021 40 704 2,192 2,936
Depreciation charge for the year 21 138 1,649 1,808
Disposals (2) (2)
Exchange differences 2 2
At 31 December 2021 61 840 3,843 4,744
Depreciation charge for the year 7 170 2,094 2,271
Disposals (21) (5,937) (5,958)
Exchange differences 2 2
At 31 December 2022 68 991 1,059
Net book value at 31 December 2022 26 361 387
Net book value at 31 December 2021 12 258 2,214 2,484
Net book value at 1 January 2021 28 345 2,885 3,258
Depreciation of property, plant and equipment is included in net operating expenses in the consolidated statement of comprehensive
income.
The current year depreciation charge is £2,271,000 (2021: £1,808,000). Depreciation of the ROU asset includes £243,000 termination
fee which was included in the cost of the ROU asset in the remeasurement on the agreement of the lease termination (see note 18). This
£243,000 is presented as an adjusting item in note 4 and the remaining depreciation charge of £2,028,000 is in Adjusted Results.
The Company has no property, plant and equipment at 31 December 2022 (2021: £nil).
www.centaurmedia.com
106
12 Investments
Company
Investments
in subsidiary
undertakings
£’000
Cost
At 1 January 2021 151,385
Additions 163
At 31 December 2021 151,548
Additions 374
At 31 December 2022 151,922
Accumulated impairment
At 1 January 2021, 31 December 2021 and 31 December 2022 86,393
Net book value at 31 December 2022 65,529
Net book value at 31 December 2021 65,155
Net book value at 1 January 2021 64,992
Impairment testing of the investment
The carrying value of the investment represents the Company’s direct ownership of Centaur Communications Limited (‘CCL’). At
31 December 2022, the investment was tested for impairment in accordance with IAS 36. In assessing whether an impairment of the
investment is required, the carrying value of the investment is compared with its recoverable amount. The recoverable amount is
measured based on value-in-use (‘VIU’). Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly
controls the rest of the Group’s subsidiaries. Therefore, the VIU of the Company’s investment in CCL is supported by the operations of the
entire Group.
In the prior year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication
of impairment of the Company’s investment carrying value. Therefore, a full impairment assessment was performed. The results of the
impairment assessment and sensitivities applied indicated that no impairment to the Company’s investment in CCL was required for the
year ended 31 December 2021 as the carrying value of the investment was supported by the underlying trade of the Group.
In the current year, the UK’s economic uncertainty throughout 2022 has been identified as an indication of impairment of the Company’s
investment carrying value. Therefore, a full impairment assessment has been performed.
The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and
discounts these using a pre-tax rate of 9.9% (2021: 10.3%). The discount rate used is consistent with the Group’s weighted average cost
of capital.
The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth
rate. These have been derived from a combination of experience and management’s expectations of future growth rates in the business.
The Group has used the three-year plan forecast to 2025 for the first three years of the calculation and applied a terminal growth rate of
2.5% (2021: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group’s revenues.
The three-year plan forecast to 2025 has been prepared brand by brand on a bottom-up basis following a review of the business where
management have identified the key growth and focus areas which will deliver the forecasted targets, and conversely which areas of the
business will be de-prioritised over that period. Overall the three-year plan forecast to 2025 assumes continued profit growth reflecting
top line expansion in flagship brands, while managing the impact of projected inflationary pressures.
Sensitivities are applied to each of the key assumptions and variables in isolation and in combination, in line with those sensitivities
applied for goodwill impairment testing as outlined in note 9. As required by IAS 36, these sensitivities are applied in order to assess the
effect of reasonably possible changes in the assumptions.
The results of the impairment assessment and sensitivities applied indicate that no impairment to the Company’s investment in CCL is
required for the year ended 31 December 2022.
Additions of £374,000 (2021: £163,000) related to capital contributions for share-based payments recharged to the Company’s
subsidiaries.
In order to simplify the Group structure, the process to close dormant companies commenced during the prior year.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
107
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
12 Investments
 continued
The Group dissolved the following subsidiaries during the current year:
Name
Proportion of ordinary
shares and voting
rights held (%)
Principal
activities
Country of
incorporation Date of closure
Pro-Talk Ltd 100 Dormant United Kingdom 20 December 2022
Taxbriefs Limited 100 Dormant United Kingdom 20 December 2022
At 31 December 2022, the Group has control over the following subsidiaries:
Name
Proportion of ordinary
shares and voting
rights held (%) Principal activities Country of incorporation
Centaur Communications Limited
1
100 Holding company and agency services United Kingdom
Centaur Media USA Inc
2
100 Digital information services United States
Chiron Communications Limited
3
100 In liquidation United Kingdom
E-consultancy LLC
2
100 Holding company United States
E-consultancy.com Limited 100 Digital information services United Kingdom
Market Makers Incorporated Limited 100 In liquidation United Kingdom
Taxbriefs Holdings Limited
4
100 Holding company United Kingdom
TheLawyer.com Limited 100 Digital information services United Kingdom
Xeim Limited 100 Digital information services United Kingdom
1
Directly owned by Centaur Media Plc.
2
Registered address is 244 Fifth Avenue, Suite 1297, New York, NY 10001, USA. Functional currency is USD.
3
Chiron Communications Limited was liquidated on 11 January 2023.
4
The process to strike off Taxbriefs Holdings Limited commenced in January 2023.
The registered address of all subsidiary companies, except for those identified above, is 10 York Road, London, SE1 7ND, United Kingdom.
The functional currency of all subsidiaries is GBP except for those identified above. The consolidated financial statements incorporate the
financial statements of all entities controlled by the Company at 31 December 2022.
13 Deferred tax
The movement on the deferred tax account for the Group is shown below:
Accelerated
capital
allowances
£’000
Other
temporary
differences
£’000
Tax
losses
£’000
Total
£’000
Net asset / (liability) at 1 January 2021 683 (14) 1,541 2,210
Adjustments in respect of prior periods (42) (55) (46) (143)
Recognised in the consolidated statement of comprehensive income 69 110 (4) 175
Recognised in the consolidated statement of changes in equity 118 118
Net asset at 31 December 2021 710 159 1,491 2,360
Adjustments in respect of prior periods 13 23 (63) (27)
Recognised in the consolidated statement of comprehensive income (443) 268 (738) (913)
Recognised in the consolidated statement of changes in equity 233 233
Net asset at 31 December 2022 280 683 690 1,653
www.centaurmedia.com
108
13 Deferred tax continued
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the
balances net.
2022
£’000
2021
£’000
Deferred tax assets 1,673 2,488
Deferred tax liabilities (20) (128)
1,653 2,360
At the year end, the Group has unused tax losses of £2,935,000 (2021: £5,961,000) available for offset against future profits. A deferred
tax asset of £690,000 (2021: £1,491,000) has been recognised in respect of £2,935,000 (2021: £5,961,000) of such tax losses.
Following the Group’s disposals in previous years, the transformed Group is now more focused and streamlined in order to deliver
higher margins and profits and this is reflected in the current year results and continuation of this profitable position is reflected in the
Group’s three-year plan forecast to 2025. The Group has concluded that the deferred tax asset will be recoverable using the estimated
future taxable profit based on the three-year plan forecast to 2025. This forecast was used in the impairment assessments performed
for goodwill and investments. Refer to notes 9 and 12 for further details. The Group generated taxable profits in 2022 and is expected
to generate taxable profits from 2023 onwards. The losses can be carried forward indefinitely and have no expiry date as long as the
companies that have the losses continue to trade.
The Company had deferred tax assets on share options under long-term incentive plans of £375,000 at 31 December 2022 (2021: £190,000).
Deferred tax assets and liabilities are expected to be materially utilised after 12 months.
14 Trade and other receivables
Note
2022
Group
£’000
2021
Group
£’000
2022
Company
£’000
2021
Company
£’000
Amounts falling due within one year
Trade receivables 25 4,348 5,475
Less: expected credit loss 25 (537) (564)
Trade receivables – net 3,811 4,911
Other receivables 430 92 34 34
Prepayments 916 981 102 127
Accrued income 200 75
5,357 6,059 136 161
2022
Group
£’000
2021
Group
£’000
2022
Company
£’000
2021
Company
£’000
Amounts falling due after one year
Other receivables 27 319 27 41
Receivable from Employee Benefit Trust 1,198 1,156
27 319 1,225 1,197
The receivable from Employee Benefit Trust is unsecured, has no fixed due date and does not bear interest.
Other receivables falling due within one year include £278,000 (2021: £278,000 amount falling due after one year) in relation to a
deposit on the London property lease which is fully refundable at the end of the lease term. The current London property lease ended
on 31 December 2022. From 1 January, the Group will be fully refunded for this deposit. The Group has signed a new lease agreement
commencing 1 January 2023, for which a deposit of £162,000 will be recognised in other receivables falling due after one year. The new
lease deposit will be fully refundable at the end of the lease term. Refer to note 18 and 27 for further detail.
15 Cash and cash equivalents
2022
Group
£’000
2021
Group
£’000
Cash at bank and in hand 7,501 13,065
The Company had no cash and cash equivalents at 31 December 2022 (2021: £nil).
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
109
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
16 Short-term deposits
2022
Group
£’000
2021
Group
£’000
Short-term deposits 8,500
In October 2022, £3,500,000 was placed in a short-term deposit for a four-month fixed term, accruing interest at a fixed annual rate of
2.50%. In December 2022 a further £5,000,000 was placed in a short-term deposit for a five-month fixed term, accruing interest at a fixed
annual rate of 2.85%. Interest for both short-term deposits is to be paid on maturity (2021: £nil). These amounts remain in deposit at year
end. Refer to note 6 for further detail.
17 Trade and other payables
2022
Group
£’000
2021
Group
£’000
2022
Company
£’000
2021
Company
£’000
Trade payables 727 1,070
Payables to subsidiaries 34,744 29,397
Accruals 7,590 8,112 1,002 496
Social security and other taxes 577 886
Other payables 758 1,340 23 3
9,652 11,408 35,769 29,896
Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 5.68% (2021: 3.45%).
The Directors consider that the carrying amount of the trade payables approximates their fair value.
18 Lease liabilities
The lease liability reflected below relates to a property lease, for which a corresponding right-of-use (‘ROU’) asset is held on the
consolidated statement of financial position within property, plant and equipment and detailed in note 11.
2022
Group
£’000
2021
Group
£’000
At 1 January 2,384 3,375
Remeasurement of lease liability (271) 978
Interest expense 51 67
Cash outflow – lease payments (1,921) (2,036)
Cash outflow – termination fee (243)
At 31 December 2,384
Current 1,884
Non-current 500
At 31 December 2,384
The Group had one lease agreement in place during the year. In June an option to extend the lease was exercised, resulting in an increase
to the lease liability and a corresponding increase to the ROU asset. Subsequently, in October, an agreement to terminate the lease was
signed, bringing the end date forward to 31 December 2022. This changed the lease term judgement previously made, and the lease liability
was therefore remeasured. These two remeasurements resulted in the net decrease in lease liability of £271,000. The remeasurement
upon agreement to terminate resulted in a proportionate adjustment to the ROU asset and lease liability based on the carrying values at the
effective date, resulting in a gain on remeasurement of £151,000. In exiting the lease, the Group incurred a £243,000 termination fee. These
are both recognised as adjusting items in the consolidated statement of comprehensive income. Refer to note 1(b) and 4 for further details.
A new lease agreement has been entered into with a commencement date of 1 January 2023, and therefore a lease liability and corresponding
ROU asset will be recognised on 1 January 2023. This lease has a term of three years until 31 December 2025, with lease payments/cash
outflows of £972,000 for the first year of the lease term, increasing by 3.5% annually thereafter. Refer to note 27 for further details.
During the prior year, the lease liability for the Group’s property in London was remeasured upon reassessment of the lease term, resulting
in an increase of £978,000. The amount of the remeasurement of the lease liability was recognised as an adjustment to the ROU asset.
www.centaurmedia.com
110
19 Deferred income
2022
Group
£’000
2021
Group
£’000
Deferred income 8,885 7,846
Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1(e) for further
details. During the year ended 31 December 2022, £7,831,000 (2021: £7,023,000) of the deferred income balance of £7,846,000 at
31 December 2021 (£7,048,000 at 31 December 2020) was recognised as revenue in the consolidated statement of comprehensive income.
20 Current tax assets
2022
Group
£’000
2021
Group
£’000
Corporation tax receivables 165 195
The Company had no corporation tax receivables or payables at 31 December 2022 (2021: £nil).
21 Equity
Ordinary shares of 10 pence each
Nominal value
£’000
Number
of shares
Authorised share capital – Group and Company
At 1 January 2021, 31 December 2021 and 31 December 2022 20,000 200,000,000
Issued and fully paid share capital – Group and Company
At 1 January 2021, 31 December 2021 and 31 December 2022 15,141 151,410,226
Deferred shares reserve
The deferred shares reserve represents 800,000 (2021: 800,000) deferred shares of 10 pence each, which carry restricted voting rights
and have no right to receive a dividend payment in respect of any financial year.
Reserve for shares to be issued
The reserve for shares to be issued is in respect of equity-settled share-based payment plans. The movements in the reserve for shares
to be issued represent the total charges for the year relating to equity-settled share-based payment transactions with employees as
accounted for under IFRS 2 less transfers from this reserve to retained earnings for shares exercised or lapsed during the year.
Own shares reserve
The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit Trust. At 31 December 2022,
4,550,179 (2021: 4,550,179) 10 pence ordinary shares are held in treasury and 3,112,784 (2021: 2,064,185) 10 pence ordinary shares are held
in the Employee Benefit Trust.
The Employee Benefit Trust issued 201,355 (2021: 981,783) shares to meet obligations arising from share-based rewards to employees
that had vested and were exercised in the current year (2021: vested and exercised in 2021). The shares were issued at a historical
weighted average cost of 105.3 pence (2021: 92.9 pence) per share. The total cost of £212,000 (2021: £912,000) has been recognised as
a reduction in the own shares reserve in other reserves in equity.
During 2022, the Employee Benefit Trust purchased 1,249,954 (2021: 1,097,476) ordinary shares in order to meet future obligations arising
from share-based rewards to employees. The shares were acquired at an average price of 48.3 pence per share, with prices ranging from
47.7 pence to 49.4 pence. The total cost of £604,000 (2021: £481,000) has been recognised in the own shares reserve in equity.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
111
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
22 Share-based payments
The Group’s share-based payment expense for the year by plan:
2022
£’000
2021
£’000
Share-based payment expense 806 495
The share-based payment expense is presented as an adjusting item in note 4 (see note 1(b) for further information) and is included in net
operating expenses in the consolidated statement of comprehensive income.
The Group’s share-based payment plans upon vesting are equity-settled.
The share-based payment expense includes social security contributions which are settled in cash upon exercise. £75,000 (2021: £132,000)
was charged to the consolidated statement of comprehensive income in relation to employers NI on share-based payment plans and
included in accruals on the consolidated statement of financial position.
Long-Term Incentive Plan
The Group operates a Long-Term Incentive Plan (‘LTIP’) for Executive Directors and selected senior management. This is an existing
incentive policy and was approved by shareholders at the 2016 AGM. Full details on how the plan operates are included in the
Remuneration Report.
During the year LTIP awards were granted to Executive Directors and selected senior management. Details of the performance conditions
of these awards are disclosed in the Remuneration Report.
A reconciliation of the movements in LTIP awards is shown below.
2022 2021
Number of awards
At 1 January 7,664,075 7,503,258
Granted 2,870,942 2,985,565
Exercised (201,355) (981,776)
Forfeited (166,057) (596,093)
Lapsed (2,832,868) (1,246,879)
At 31 December 7,334,737 7,664,075
Exercisable at 31 December
Weighted average share price at date of exercise (pence) 40.00 42.01
The awards granted during the year were priced using the following models and inputs:
Grant date 24.03.2022
Share price at grant date (pence) 48.00
Fair value (pence) 29.44
Vesting date 24.03.2025
Exercise price (pence) £nil
Expected volatility (%) 42.76
Expected dividend yield (%) 2.08
Risk free interest rate (%) 1.36
Valuation model used Stochastic
Options exercised during the year related to the proportion of the 2019 LTIP awards that vested during the year (2021: 2018 LTIP awards).
Options forfeited during the year were due to the participants leaving before the vesting date of the options. Options that lapsed in the
year did not meet the performance conditions and related to the 2019 LTIP awards (2021: 2018 LTIP awards). No options expired during
the year (2021: nil).
The share awards outstanding at 31 December 2022 had a weighted average exercise price of £nil (2021: £nil) and a weighted remaining
life of 1.4 years (2021: 1.3 years).
www.centaurmedia.com
112
22 Share-based payments continued
Deferred Share Bonus Plan
The Deferred Share Bonus Plan (‘DSBP’) was approved by the Board in May 2022 and applies to Executive Directors. Under the plan, the
portion of the annual bonus greater than 75% of basic salary is deferred in accordance with the Group’s remuneration policy into awards
in Centaur Media Plc shares. Awards under the DSBP are not subject to further performance conditions and vest after three years, subject
to continued employment. Dividend equivalents may be awarded in respect of the DSBP awards on vesting. Further details on how the
plan operates is included in the Remuneration Report.
A reconciliation of the movements in DSBP awards is shown below.
2022
Number of awards
At 1 January
Granted 60,593
At 31 December 60,593
Exercisable at 31 December
Weighted average share price at date of exercise (pence)
In May 2022, 60,593 shares were awarded to Executive Directors under the DSBP, representing the portion of the 2021 bonus to
Executive Directors greater than 75% of their basic salary.
The awards granted during the year were priced using the following models and inputs:
Grant date 12.05.2022
Share price at grant date and fair value (pence) 47.00
Vesting date 24.03.2025
Exercise price (pence) £nil
No options were exercised, forfeited or expired during the year.
The share awards outstanding at 31 December 2022 had a weighted average exercise price of £nil and a weighted remaining life of 2.2 years.
Senior Executive Long-Term Incentive Plan
The Centaur Media Plc 2010 Senior Executive Long-Term Incentive Plan (the ‘SELTIP’) was introduced during 2011 and was approved by
shareholders at the 2010 AGM. This is not an HMRC approved plan and vests over a three-year period with service and performance
conditions. Awards were granted under this plan in 2011 for no consideration and no exercise price. This plan is closed to new awards.
2022 2021
Number of awards
At 1 January 6,862 6,862
Expired (6,862)
At 31 December 6,862
Exercisable at 31 December 6,862
Weighted average share price at date of exercise (pence)
There were no grants, exercises or forfeitures during the current and prior year.
All options expired during the current year (2021: no options expired). The shares outstanding at 31 December 2021 had a weighted
average exercise price of £nil and a weighted remaining life of 0.7 years.
Share Incentive Plan
The Centaur Media Plc Share Incentive Plan (the ‘SIP’) is an HMRC approved Tax-Advantaged plan, which provides employees with the
opportunity to purchase shares in the Company. This plan is open to all employees who have been employed by the Group for more than
three months. Employees may invest up to £1,800 per annum (or 10% of their salary if less) in ordinary shares in the Company, which are
held in trust. The shares are purchased in open market and are held in trust for each employee. The shares can be withdrawn with tax
paid at any time, or tax-free after five years. The Group matches the contribution with a ratio of one share for every two purchased.
Other than continuing employment, there are no other performance conditions attached to the plan.
The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of the Group.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
113
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
22 Share-based payments
 continued
2022 2021
Number of matching shares
Outstanding at 1 January 57,495 58,117
Awarded 18,413 15,498
Transferred to participants (8,144)
Forfeited (7,976)
Outstanding at 31 December 75,908 57,495
23 Dividends
2022
£’000
2021
£’000
Equity dividends
Final dividend for 2020: 0.5 pence per 10 pence ordinary share 726
Interim dividend for 2021: 0.5 pence per 10 pence ordinary share 724
Final dividend for 2021: 0.5 pence per 10 pence ordinary share 718
Interim dividend for 2022: 0.5 pence per 10 pence ordinary share 718
1,436 1,450
A final dividend for the year ended 31 December 2022 of £862,000 (0.6 pence per share) is proposed by the Directors and, subject to
shareholder approval at the Annual General Meeting, will be paid on 26 May 2023 to all ordinary shareholders on the register at the close
of business on 12 May 2023.
A special dividend of £4,312,000 (3.0 pence per share) was announced by the Directors and was paid on 10 February 2023 to all ordinary
shareholders on the register at the close of business on 27 January 2023.
A further special dividend of £2,875,000 (2.0 pence per share) is announced by the Directors to be paid on 31 March 2023 to all ordinary
shareholders on the register at the close of business on 17 March 2023.
The interim, special and final dividends together result in a total dividend pertaining to 2022 of £8,767,000.
The final dividend for the year end 2021 of 0.5 pence per share was proposed by the Directors to all ordinary shareholders on the register
at the close of business 13 May 2022. This was estimated to be £725,000 in the 2021 Annual Report. The actual dividend payment in
respect of this in May 2022 was £718,000.
24 Notes to the cash flow statement
Reconciliation of profit / (loss) for the year to cash generated from operating activities:
Note
2022
Group
£’000
2021
Group
£’000
2022
Company
£’000
2021
Company
£’000
Profit / (loss) for the year 2,800 1,417 (4,619) (2,325)
Adjustments for:
Taxation charge / (credit) 7 1,005 (56) (1,106) (512)
Finance income 6 (85) (1)
Finance costs 6 158 261 2,001 1,182
Depreciation of property, plant and equipment 11 2,271 1,808
Amortisation of intangible assets 10 1,657 2,426
Impairment of intangible assets 10 80
Gain on remeasurement of lease 18 (151)
Share-based payment expense 22 806 495 424 325
Dividends waived 2 2
Unrealised foreign exchange differences (145) (65)
Changes in working capital:
Decrease / (increase) in trade and other receivables 1,002 (259) (17) 34,359
(Decrease) / increase in trade and other payables (1,955) 2,615 4,824 (31,389)
Increase in deferred income 1,039 798
Cash generated from operating activities 8,402 9,521 1,507 1,642
www.centaurmedia.com
114
24 Notes to the cash flow statement continued
Reconciliation of movements of liabilities and associated assets to cash flows arising from financing activities:
Note
Group and
Company
Net borrowings
£’000
Group
Lease
liability
£’000
At 1 January 2021 72 (3,375)
Changes from financing cash flows:
Loan arrangement fee 107
Finance costs paid 6 87
Repayment of obligations under finance leases 18 2,036
194 2,036
Other changes:
Finance costs 6 (194) (67)
Remeasurement of lease liability 18 (978)
(194) (1,045)
Balance at 31 December 2021 72 (2,384)
Changes from financing cash flows:
Finance costs paid 6 71
Repayment of obligations under finance leases 18 1,921
Termination of lease 18 243
71 2,164
Other changes:
Finance costs 6 (105) (51)
Remeasurement of lease liability 18 271
Extension fee on revolving credit facility 25 20
(85) 220
Balance at 31 December 2022 58
Net borrowings is comprised of a loan arrangement fee debtor of £61,000 (2021: £75,000) presented within other receivables and a
commitment fee creditor of £3,000 presented within other payables (2021: £3,000). The movements of this asset and liability together
give rise to cash flows from financing activities relating to the £10m revolving credit facility.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
115
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
25 Financial instruments and financial risk management
Financial risk management
The Board has overall responsibility for the determination of the Group’s risk management policies. The Board receives monthly reports
from the Chief Financial Officer through which it reviews the effectiveness of policies and processes put in place to manage risk. The
Board sets policies that reduce risk as far as possible without unduly affecting the operating effectiveness of the Group.
The Group’s activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity risk, capital risk and currency
risk. Of these, credit risk and liquidity risk are considered the most significant. This note presents information about the Group’s exposure
to each of the above risks.
Categories of financial instruments
Details of the significant 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 1(s). All financial assets and liabilities are measured at amortised cost.
Note
2022
£’000
2021
£’000
Financial assets
Cash and cash equivalents 15 7,501 13,065
Short-term deposits 16 8,500
Trade receivables – net 14 3,811 4,911
Other receivables 14 457 411
20,269 18,387
Financial liabilities
Lease liability 18 2,384
Trade payables 17 727 1,070
Accruals 17 7,590 8,112
Other payables 17 758 1,340
9,075 12,906
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. 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 in relation to financial assets. Credit risk is managed on a Group basis. The Group does not consider that
it is subject to any significant concentrations of credit risk.
Trade receivables
Trade receivables consist of a large number of customers, of varying sizes and spread across diverse industries and geographies. The
Group does not have significant exposure to credit risk in relation to any single counterparty or group of counterparties having similar
characteristics. The Group’s exposure to credit risk is influenced predominantly by the circumstances of individual customers as opposed
to industry or geographic trends.
The business assesses the credit quality of customers based on their financial position, past experience and other qualitative and
quantitative factors. The Group’s policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days
from the date of invoice. Under normal trading conditions, the Group is exposed to relatively low levels of risk and potential losses are
mitigated as a result of a diversified customer base and the requirement for events and certain premium content subscription invoices to
be paid in advance of service delivery.
The credit control function within the Group’s finance department monitors the outstanding debts of the Group and trade receivable
balances are analysed by the age and value of outstanding balances.
Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with a charge taken through the
consolidated statement of comprehensive income. The Group also records an allowance for the lifetime expected credit loss on its trade
receivables balances under the simplified approach as mandated by IFRS 9. The impairment model for trade receivables, under IFSR 9,
requires the recognition of impairment provisions based on expected lifetime credit losses rather than only incurred ones. All balances
are reviewed with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to note 1(s)(ii) for further
details on the approach to allowance for expected credit losses on trade receivables.
The allowance for expected lifetime credit losses, and changes to it, are taken through administrative expenses in the consolidated
statement of comprehensive income.
www.centaurmedia.com
116
25 Financial instruments and financial risk management continued
The ageing of trade receivables according to their original due date is detailed below:
2022
Gross
£’000
2022
Provision
£’000
2021
Gross
£’000
2021
Provision
£’000
Not due 2,971 (45) 3,488 (43)
0-30 days past due 488 (15) 972 (25)
31-60 days past due 141 (9) 161 (9)
61-90 days past due 74 (9) 146 (16)
Over 90 days past due 674 (459) 708 (471)
4,348 (537) 5,475 (564)
In making the assessment that unprovided trade receivables are not impaired, the Directors have considered the quantum of gross trade
receivables which relate to amounts not yet included in income, including amounts in deferred income and amounts relating to VAT. The
credit quality of trade receivables not impaired has been assessed as acceptable.
The movement in the allowance for expected credit losses on trade receivables is detailed below:
2022
Total
£’000
2021
Total
£’000
Balance at 1 January 564 993
Utilised (18) (390)
Release (31) (39)
Exchange differences 22
Balance at 31 December 537 564
The Group's policy requires customers to pay in accordance with agreed payment terms which are generally 30 days from the date
of invoice or in the case of live events related revenue no less than 30 days before the event. All credit and recovery risk associated
with trade receivables has been provided for in the consolidated statement of financial position. The Group's policy for recognising an
impairment loss is given in note 1(s)(ii). Impairment losses are taken through administrative expenses in the consolidated statement of
comprehensive income.
The Directors consider the carrying value of trade and other receivables approximates to their fair value.
Cash and cash equivalents and short-term deposits
Banks and financial institutions are independently rated by credit rating agencies. We choose only to deal with those with a minimum ‘A’ rating.
We determine the credit quality for cash and cash equivalents and short-term deposits to be strong.
Other receivables
Other receivables are neither past due nor impaired. These are primarily made up of sundry receivables, including employee-related
debtors and receivables in respect of distribution arrangements.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by
maintaining adequate reserves and working capital credit facilities, and by continuously monitoring forecast and actual cash flows. Since
March 2021, the Group has had its multi-currency revolving credit facility with NatWest. The facility consists of a committed £10m facility and
an additional uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate
needs. In December 2022, the Group took the option to extend the facility for one year and the facility now runs to March 2025, with the
remaining option to extend for one further year. As at 31 December 2022, the Group had cash of £7,501,000 (2021: £13,065,000) and short-
term deposits of £8,500,000 (2021: £nil) with a full undrawn loan facility of £25,000,000 (2021: full undrawn loan facility of £25,000,000).
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
117
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
25 Financial instruments and financial risk management
 continued
The following tables detail the financial maturity for the Group’s financial liabilities:
Book value
£’000
Fair value
£’000
Less than
1 year
£’000
2–5 years
£’000
At 31 December 2022
Financial liabilities
Non-interest bearing 9,075 9,075 9,075
9,075 9,075 9,075
At 31 December 2021
Financial liabilities
Interest bearing 2,384 2,384 1,884 500
Non-interest bearing 10,522 10,522 10,522
12,906 12,906 12,406 500
The Directors consider that book value is materially equal to fair value.
The book value of primary financial instruments approximates to fair value where the instrument is on a short maturity or where they bear
interest at rates that approximate to the market.
The following table details the level of fair value hierarchy for the Group’s financial assets and liabilities:
Financial Assets Financial Liabilities
Level 1 Level 3
Cash and cash equivalents Lease liabilities
Short-term deposits Trade payables
Level 3 Accruals
Trade receivables – net Provisions
Other receivables Other payables
Borrowings*
* Borrowings are purely in relation to the Group’s revolving credit facility which is discussed above. The amount drawn down from this facility at 31 December
2022 was £nil (2021: £nil).
All trade and other payables are due for payment in one year or less, or on demand.
Interest rate risk
The Group’s financial assets are not significant interest-bearing assets. The Group is exposed to interest rate risk when it borrows funds at
floating interest rates through its revolving credit facility. Borrowings issued at variable rates expose the Group to cash flow interest rate
risk. The Group evaluates its risk appetite towards interest rate risks regularly to manage interest rate risk in relation to its revolving credit
facility if deemed necessary.
The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2022 the only floating rate to
which the Group was exposed was SONIA. The Group’s exposure to interest rates on financial assets and financial liabilities is detailed in
the liquidity risk section of this note.
Interest rate sensitivity
The Group has not drawn down from its revolving credit facility in the current year or prior year therefore a sensitivity analysis has not
been performed.
www.centaurmedia.com
118
25 Financial instruments and financial risk management continued
Capital risk
The Group manages its capital to ensure that all entities in the Group will be able to continue as a going concern while maximising return
to shareholders, as well as sustaining the future development of the business.
The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 15), short-term deposits (note
16) and equity attributable to the owners of the parent, comprising issued share capital (note 21), other reserves and retained earnings.
The Board also considers the levels of own shares held for employee share plans and the ability to issue new shares for acquisitions, in
managing capital risk in the business.
Since March 2021, the Group has benefited from its banking facility with NatWest, which featured a committed £10m facility and an
additional uncommitted £15m accordion option, both of which can be used to cover the Group’s working capital and general corporate
needs. In December 2022, the Group took the option to extend the facility for one year and the facility now runs to March 2025, with the
remaining option to extend for one further year. Interest is calculated on SONIA plus a margin dependent on the Group’s net leverage
position, which is re-measured quarterly in line with covenant testing. The Group’s borrowings are subject to financial covenants tested
quarterly. The principal financial covenants under the facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and the
ratio of EBITDA to net finance charges shall not be less than 4:1. At no point during the current year or prior year did the Group breach
its covenants.
Currency risk
Substantially all the Group’s net assets are in the United Kingdom. Most of the revenue and profits are generated in the United Kingdom
and consequently foreign exchange risk is limited. The Group continues to monitor its exposure to currency risk, particularly as the
business expands into overseas territories such as North America, however the results of the Group are not currently considered to be
sensitive to movements in currency rates.
26 Pension schemes
The Group contributes to individual and collective money purchase pension schemes in respect of Directors and employees once they
have completed the requisite period of service. The charge for the year in respect of these defined contribution schemes is shown in note
5. Included within other payables is an amount of £92,000 (2021: £76,000) payable in respect of the money purchase pension schemes.
27 Capital commitments
At 31 December 2022, the Group had signed a lease agreement for a London property with a commencement date of 1 January 2023.
This lease has a term of three years until 31 December 2025, with lease payments/cash outflows of £972,000 for the first year of the
lease term, increasing by 3.5% annually thereafter. There is a deposit for the new London property lease which will be payable from the
commencement date of 1 January 2023 of £162,000. This is fully refundable at the end of the lease term.
No additional capital commitments as at 31 December 2022 (2021: £nil).
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
119
FINANCIAL STATEMENTS
Notes to the Financial Statements
CONTINUED
28 Related party transactions
Group
Key management compensation is disclosed in note 5. There were no other material related party transactions for the Group in the
current or prior year.
Company
The Company had the following transactions with subsidiaries and related parties during the year.
i) Interest
During the year, interest was recharged from subsidiary companies as follows:
2022
£’000
2021
£’000
Net interest payable 1,896 988
There were no borrowings at the end of the year (2021: £nil).
The balances outstanding with subsidiary companies are disclosed in note 17.
ii) Dividends
During both the current and prior year, the Company did not receive any dividends from its subsidiaries.
iii) Employee Benefit Trust
The assets and liabilities of the Employee Benefit Trust are comprised in the consolidated statement of financial position. Transactions
between the Employee Benefit Trust and the Parent are detailed in notes 21 and 22. Details of the Company’s receivable from the
Employee Benefit Trust is in note 14.
There were no other material related party transactions for the Company in the current or prior year.
Audit exemption
For the year ended 31 December 2022, the Company has provided a guarantee pursuant to sections 479A-C of Companies Act 2006
over the liabilities of the following subsidiaries and, as such, they are exempt from the requirements of the Act relating to the audit of
individual financial statements, or preparation of individual financial statements, as appropriate, for this financial year.
Name
Company
number
Outstanding
liabilities
£’000
Centaur Communications Limited 01595235 16,013
Chiron Communications Limited
1
01081808
Econsultancy.com Limited 04047149 2
Market Makers Incorporated Limited 05063707
Taxbriefs Holdings Limited
2
03572069
TheLawyer.com Limited 11491880 2,581
Xeim Limited 05243851 10,077
1
Chiron Communications Limited was liquidated on 11 January 2023.
2
The process to strike off Taxbriefs Holdings Limited commenced in January 2023.
See note 12 for changes to subsidiary holdings during the year.
29 Events after the reporting date
No material events have occurred after the reporting date except the commencement of the new office lease from 1 January 2023 as
disclosed in notes 18 and 27.
www.centaurmedia.com
120
Five Year Record (Unaudited)
2018* 2019 2020 2021 2022
Revenue (£m) 50.3 39.6 32.4 39.1 41.6
Operating (loss) / profit (£m) (20.3) (7.8) (2.3) 1.6 3.9
Adjusted operating (loss) / profit (£m) (2.2) (1.2) 3.2 5.3
Adjusted operating (loss) / profit margin (4%) (3%) 8% 13%
(Loss) / profit before tax (£m) (20.5) (8.1) (2.6) 1.4 3.8
Adjusted (loss) / profit before tax (£m) (2.4) (1.5) (0.3) 3.0 5.2
Adjusted diluted EPS (pence) (1.4) 0.3 0.3 1.9 2.6
Ordinary dividend per share (pence) 3.0 1.5 0.5 1.0 1 .1
Special dividend per share (pence) 2.0 5.0
Net operating cash flow (£m) 5.6 4.7 2.1 9.5 8.4
Average permanent headcount (FTE) 758 317 282 264 269
Revenue per head (£’000) 66 125 115 148 155
Revenue from continuing operations by type
2018*
£m
2019
£m
2020
£m
2021
£m
2022
£m
Premium Content 14.4 14.4 13.2 12.9 14.7
Training and Advisory 8.0 7.6 8.5 12.6 14.4
Marketing Services 4.5 4.3 2.9 3.3 2.9
Events 6.5 6.4 2.5 3.8 4.7
Marketing Solutions 4.6 4.6 4.2 5.0 3.5
Recruitment Advertising 2.7 2.3 1.1 1.5 1.4
Telemarketing Services 9.6
50.3 39.6 32.4 39.1 41.6
Other
2018*
£m
2019
£m
2020
£m
2021
£m
2022
£m
Goodwill and other intangible assets 78.1 61.2 46.1 44.2 43.8
Other assets and liabilities (11.5) (9.4) (7.2) (10.2) (11.0)
Net assets before net cash 66.6 51.8 38.9 34.0 32.8
Net cash 0.1 9.3 8.3 13.1 16.0
Total equity 66.7 61.1 47.2 47.1 48.8
* 2018 has not been re-presented with regards to discontinued operations relating to the cessation of the MarketMakers telemarketing business in 2020.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
121
OTHER INFORMATION
Directors, Advisers and
other Corporate Information
Company registration number
04948078
Incorporated / domiciled in
England and Wales
Registered office
10 York Road
London
SE1 7ND
United Kingdom
Directors
Colin Jones (Chair)
Swagatam Mukerji (Chief Executive Officer)
Simon Longfield (Chief Financial Officer)
William Eccleshare
Carol Hosey
Leslie-Ann Reed
Richard Staveley
Company Secretary
Helen Silver
Independent Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
External Lawyers
Dechert LLP
160 Queen Victoria Street
London
EC4V 4QQ
Brokers
Investec Bank plc
Singer Capital Markets
www.centaurmedia.com
122
OTHER INFORMATION
CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2022
10 York Road
London
SE1 7ND
2138005WK87G7DQRQI622022-01-012022-12-31CEN:AdjustedResultsMember2138005WK87G7DQRQI622022-01-012022-12-31CEN:AdjustingItemsMember2138005WK87G7DQRQI622022-01-012022-12-312138005WK87G7DQRQI622021-01-012021-12-31CEN:AdjustedResultsMember2138005WK87G7DQRQI622021-01-012021-12-31CEN:AdjustingItemsMember2138005WK87G7DQRQI622021-01-012021-12-312138005WK87G7DQRQI622020-12-31ifrs-full:IssuedCapitalMember2138005WK87G7DQRQI622021-01-012021-12-31ifrs-full:IssuedCapitalMember2138005WK87G7DQRQI622021-12-31ifrs-full:IssuedCapitalMember2138005WK87G7DQRQI622020-12-31ifrs-full:TreasurySharesMember2138005WK87G7DQRQI622021-01-012021-12-31ifrs-full:TreasurySharesMember2138005WK87G7DQRQI622021-12-31ifrs-full:TreasurySharesMember2138005WK87G7DQRQI622020-12-31ifrs-full:SharePremiumMember2138005WK87G7DQRQI622021-01-012021-12-31ifrs-full:SharePremiumMember2138005WK87G7DQRQI622021-12-31ifrs-full:SharePremiumMember2138005WK87G7DQRQI622020-12-31CEN:ReserveOfSharesToBeIssuedMember2138005WK87G7DQRQI622021-01-012021-12-31CEN:ReserveOfSharesToBeIssuedMember2138005WK87G7DQRQI622021-12-31CEN:ReserveOfSharesToBeIssuedMember2138005WK87G7DQRQI622020-12-31CEN:ReserveOfDeferredSharesMember2138005WK87G7DQRQI622021-01-012021-12-31CEN:ReserveOfDeferredSharesMember2138005WK87G7DQRQI622021-12-31CEN:ReserveOfDeferredSharesMember2138005WK87G7DQRQI622020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138005WK87G7DQRQI622021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138005WK87G7DQRQI622021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138005WK87G7DQRQI622020-12-31ifrs-full:RetainedEarningsMember2138005WK87G7DQRQI622021-01-012021-12-31ifrs-full:RetainedEarningsMember2138005WK87G7DQRQI622021-12-31ifrs-full:RetainedEarningsMember2138005WK87G7DQRQI622020-12-312138005WK87G7DQRQI622021-12-312138005WK87G7DQRQI622022-01-012022-12-31ifrs-full:IssuedCapitalMember2138005WK87G7DQRQI622022-12-31ifrs-full:IssuedCapitalMember2138005WK87G7DQRQI622022-01-012022-12-31ifrs-full:TreasurySharesMember2138005WK87G7DQRQI622022-12-31ifrs-full:TreasurySharesMember2138005WK87G7DQRQI622022-01-012022-12-31ifrs-full:SharePremiumMember2138005WK87G7DQRQI622022-12-31ifrs-full:SharePremiumMember2138005WK87G7DQRQI622022-01-012022-12-31CEN:ReserveOfSharesToBeIssuedMember2138005WK87G7DQRQI622022-12-31CEN:ReserveOfSharesToBeIssuedMember2138005WK87G7DQRQI622022-01-012022-12-31CEN:ReserveOfDeferredSharesMember2138005WK87G7DQRQI622022-12-31CEN:ReserveOfDeferredSharesMember2138005WK87G7DQRQI622022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138005WK87G7DQRQI622022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138005WK87G7DQRQI622022-01-012022-12-31ifrs-full:RetainedEarningsMember2138005WK87G7DQRQI622022-12-31ifrs-full:RetainedEarningsMember2138005WK87G7DQRQI622022-12-31iso4217:GBPiso4217:GBPxbrli:shares