ANNUAL REPORT AND
FINANCIAL STATEMENTS
for the ear ended 31 December 2023
CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
Contents
STRATEGIC REPORT
Introduction
Highlights of the year and during MAP23 1
Chair’s Statement 2
Strategy 4
Chief Executive’s Statement 10
Key Performance Indicators 14
Performance: Financial Review 16
Section 172 Statement 23
Environmental, Social and Governance
(ESG) report 27
Risk Management 38
Viability Statement 42
GOVERNANCE REPORT
Board of Directors 43
Executive Committee 45
Directors’ Report 46
Directors’ Statement on Corporate
Governance 48
Audit Committee Report 52
Nomination Committee Report 55
Remuneration Committee Report 56
Statement of Directors’ Responsibilities
in respect of the financial statements 71
FINANCIAL STATEMENTS
Independent Auditor’s Report 72
Financial Statements 76
Notes to the Financial Statements 83
OTHER INFORMATION
Five Year Record 118
Directors, Advisers and
Other Corporate Information IBC
Advise. Inform. Connect.
Our purpose
We enable ambitious leaders
to see around corners and
deliver change
• We inspire and empower the
world’s most dynamic leaders in the
marketing and legal professions
• We are committed to the delivery of
market-leading insight and tangible
outcomes to build long-term,
sustainable growth
• Every article, every piece of
research, every data point, every
live event, training programme,
advisory opportunity and interaction
turbo-charges leaders and their
teams to predict the future and
then make it happen
Our vision
We aim to be the ‘go to’
company in the international
marketing and legal sectors to:
• Provide business information to
customers using data, content and
insight;
• Offer training services through
digital initiatives and online
programmes;
• Connect specific communities
through digital media and
events; and
• Advise businesses on how to
improve their performance and
return on investments.
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 information, training and specialist
consultancy in the marketing and legal professions that inspires and enables
people to excel at what they do. 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 built on the trust and confidence arising from a deep
understanding of these sectors and a strong track record of 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.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
1
STRATEGIC REPORT
Highlights of the year and during MAP23
Financial highlights
Revenue from continuing operations
2023
2022
£38.4m
2021
£35.4m
2020
£29.3m
£37.3m
Net Cash
3
2023
2022
£16.0m
2021
£13.1m
2020
£8.3m
£9.5m
Adjusted
1,2
EBITDA
£9.7m
2023
2022
21%
26%
2021
16%
2020
12%
Adjusted
1
diluted EPS
2023
2022
2.6p
2021
1.9p
2020
0.3p
4.2p
1
See alternative performance measures section for definition of adjusted results
2
Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b)
3
Net Cash is the total of cash and cash equivalents and short-term deposits
Strategic and operational highlights
• Strong performance exceeding the MAP23 EBITDA
margin objective of 23% in 2023
• Clear operational and financial steps taken to focus
on organic growth and manage costs that have built
a strong platform for future profitable revenue growth
• Increase in higher quality revenue to 80% of revenue
from continuing operations
• New customer-centric products launched including
MW Mini MBA in Management course, additional
learning courses on Econsultancy’s LMS platform
and Horizon Live in The Lawyer
• Closure of two brands, Really B2B and Design Week,
after revenue and profit performance below expectations
• Strong balance sheet with net cash balance of £9.5m
after a return of capital to shareholders paid of £8.9m
in ordinary and special dividends
www.centaurmedia.com
2
Chair’s Statement
Exceeding our
expectations on
margin growth
and laying the
foundations for
Centaur’s future.”
Colin Jones
Chair
Dear Shareholder,
2023 was a challenging year – the uncertain macro
and geopolitical conditions continued to drive customer
caution. At the same time, the long-term supportive
tailwinds for the business information and digital training
industry remained and are reflected in the strong profit and
dividend increases reported with these results.
Throughout the year Centaur has
maintained its strategy of reducing its
reliance on non-strategic legacy
revenue streams and focusing on
the continuing customer need for in-
depth quality information and engaging
digital communities.
We embarked on our Margin Acceleration
Plan (MAP23) in 2020 with three clear
objectives: implementing a simple, efficient
and scalable operating model; developing
high quality, trusted products which are
the leaders in their particular markets;
and building the credibility of Centaur’s
management team for delivering on its
strategic and financial commitments.
Our focus on providing deep insight to
the legal and marketing sectors, and on
delivering MAP23, has never wavered. 2023
was the culmination of all the operational
and financial steps implemented since 2020
to improve the profitability, efficiency and
quality of the Group. I am proud to say that
the Board believes Centaur has substantially
completed its MAP23 objectives and this in
turn gives us the platform and confidence to
accelerate Centaur’s growth post MAP23.
People
Our people are at the heart of who we are
and what we do. Our aim is to provide a
culture in which our people thrive and feel
valued for who they are and what they
bring to Centaur and our customers. Over
the last three years, we have revitalised our
team with some quality hires to maintain
the energy and capability to drive the
business forward.
I would like to take this opportunity to
thank all our people for their hard work,
dedication and commitment to the
business. It is their innovation, expertise
and exceptional drive that has enabled us
to deliver our MAP23 margin goal, despite
the ever-changing environment that has
been particularly challenging over the last
few years.
As part of our focus on our people, we
have established values and behaviours
that we want to foster across the Group.
These provide a platform for collaborative,
dedicated partners and problem solvers
who are passionate, accountable,
customer-centric and knowledgeable. We
are confident that, if we can live by our
values every day, our colleagues will feel
part of a team that is enabled, energised
and confident and our clients will feel
respected, supported and inspired.
Performance
The Group achieved a record Adjusted
EBITDA (£9.7m) and EBITDA margin (26%)
in 2023 despite the market headwinds.
These results reflect a strong contribution
across Centaur’s unique portfolio with our
flagship brands benefiting from enhanced
pricing, strong renewal rates and large
contracts with international blue-chip
corporates, supported by our other brands
which were driven by a full programme
of in-person events, quality content and
networking capabilities.
Our MAP23 strategy was launched in 2020
when businesses were still struggling
with the impact of the Covid-19 pandemic.
Despite further unexpected financial
and geopolitical headwinds, the decisive
strategic initiatives taken over the last
three years have enabled us to exceed the
ambitious profitability targets set out by
MAP23. It is particularly satisfying to see
that our Adjusted EBITDA margin for 2023
was 26%, well ahead of our MAP23 target
of 23% and more than double the margin
in 2020.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
3
STRATEGIC REPORT
The achievement of MAP23 reflects
our continuing focus on satisfying our
customers’ needs, thus generating higher
quality revenue streams from blue-chip
customers. The revenue from Premium
Content and Training and Advisory now
represents a significantly higher proportion
of Group revenue than it did in 2020
and has driven an increase in like-for-like
revenue by nearly a third over that period
to £37.3m for the year. While this is below
the MAP23 revenue target, the shortfall is
due to the closure of some businesses and
the cessation of low margin non-strategic
products, with the underlying quality of
revenue even higher than anticipated at
the start of MAP23.
Centaur has transformed itself into a higher
quality, scalable and more robust business
which in turn has enabled it to deliver
significantly increased shareholder returns.
Dividend and capital
allocation
The Board believes in the long-term
fundamentals of Centaur, recognising the
importance of total shareholder returns,
and has rewarded investors by maintaining
dividend payments throughout the MAP23
period. In line with our normal dividend
policy of distributing 40% of Adjusted
retained earnings, the Board has proposed
a final dividend of 1.2 pence per share
which, when added to the interim dividend,
provides a total dividend for 2023 of
1.8 pence. The 64% increase in ordinary
dividends this year is particularly pleasing.
Additionally, the Group paid special
dividends of 5 pence per share in 2023
as the success of the MAP23 strategy
generated significantly stronger cash flows
and a more robust balance sheet. This
brings total dividends during MAP23 to 8.9
pence per share, equivalent to £12.8m,
The Group’s capital allocation policy is
based 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.
ESG
Building on all the hard work we did last
year to improve our reporting standards
of climate-related financial information,
in 2023 we have continued to drive the
importance of ESG through our corporate
behaviours and strategic approach and
made sure these aspects remain a core
consideration in our business decisions.
The key areas of focus for us remain the
reduction of our impact 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 and most diverse talent.
As a corporate citizen, we were pleased to
have supported two charities in 2023 that
our employees indicated were of importance
to them and their communities – Shooting
Star Children’s Hospices and Crisis. We also
raised funds for Macmillan Cancer Support
in memory of our much-missed late friend
and colleague, Suki Thompson, and for the
Turkish Earthquake Appeal.
Looking ahead
The outlook remains challenging. The usual
market positivity at the start of the year
has waned and, while the inflation drag
is easing, sentiment is dominated by the
uncertain geopolitical climate both at home
and overseas.
While we start 2024 cautious of the
macroeconomic environment’s impact
on Centaur, we remain reassured by the
strategic, operational, financial and social
deliverables that we have achieved over
the last year and since 2020, despite the
tumultuous environment. Our laser focus
on creating high quality products that
serve the needs of our customers and
improving the efficiency of our business
model, means that we have created solid
foundations from which Centaur can
approach the next stage in its development
and continue to deliver the specialist
insights our customers need to succeed.
I feel sure that Centaur has the talent,
customers, strategic capability and financial
discipline to both adapt to the challenges
and realise the opportunities that lie ahead.
COLIN JONES
Chair
12 March 2024
www.centaurmedia.com
4
Strategy
Brands to focus investment on
• MW Mini MBA
• Econsultancy
• Influencer Intelligence
• The Lawyer
Customer focus
• Sell more to existing
customers
• Optimise pricing
• Cross-sell within Xeim
Investment
• Systems
• Data
• People
New products
• Enhanced content offerings
• Digital subscriptions
International growth
Control of costs
Three-year plan to grow revenues to >£45m and
profit margins to 23% by 2023
An international provider of business information,
training and specialist consultancy
MAP23
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
5
STRATEGIC REPORT
Centaur is an international provider of
business information, training 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:
• Provide business information to
customers using data, content and
insight;
• Offer training services through digital
initiatives and online programmes;
• Connect specific communities through
digital media and events; and
• Advise businesses on how to improve
their performance and ROI.
Over the past year, the Group has
performed well and has exceeded the
ambitious profitability targets set out by
MAP23 three years ago. By continuing
to invest in our key trusted brands, such
as Econsultancy, Influencer Intelligence,
MW Mini MBA and The Lawyer, we have
focused on higher quality revenue streams
generated from blue-chip customers, and
the operational leverage inherent within
Centaur’s business.
Margin Acceleration Plan:
MAP23
The success of MAP23, more than
doubling Group profitability from an
Adjusted EBITDA Margin of 12% in 2020
to 26% in 2023, reflects our sustained
commitment to profitable revenue growth.
This has been predominantly driven by
the Group’s increase in higher quality
profitable revenue, delivering increased
gross margins while maintaining our cost
base at pre-MAP23 levels. This highlights
the operational leverage inherent within
Centaur’s business model with improved
efficiencies and lays the foundations for
long-term sustainable growth.
The revenue-driven growth in profitability in
each of the past three years demonstrates
the resilience of our business. In particular,
the continued growth in profitability through
a period of operational changes in 2022
and 2023 is a significant achievement, and
a reflection of the exceptional commitment
of our people. This year’s results reflect
the strength of the Group’s structure
and purpose as we moved towards the
completion of MAP23.
Revenue model
Our business model is integral to driving
the profitability and success of the Group.
We continue to focus on the higher quality
revenue streams through Xeim and The
Lawyer, being:
• Premium Content comprising
subscription-driven paid content
services; and
• Training and Advisory from marketing
consultancy, digital learning and online
training courses.
Our overall strategy is to create shareholder value by focusing on higher quality revenue streams to
satisfy the needs of our customers and to drive margin acceleration through our operational leverage.
Despite the uncertain macroeconomic backdrop and sector-wide challenges in both 2023 and since
the start of our MAP23 strategy in 2020, we are proud to have exceeded the profitability targets set
out in MAP23. Over the last three years, we have refocused and repurposed the business, and we are
pleased with the strong foundations for future growth we have created.
Looking ahead, we are determined
to keep driving performance beyond
MAP23 to become a customer-centric
business intelligence and learning
organisation with growth from organic
revenue, new product development
and selective bolt-on acquisitions. I
firmly believe Centaur has the talent,
strategy and financial discipline to
achieve its ambitious objectives.”
Swag Mukerji
Chief Executive Officer
www.centaurmedia.com
6
Strategy
CONTINUED
Through our focus on the more significant brands in the Group, we have continued to improve the quality of our revenue with over 80%
of total revenue in 2023 coming from our higher quality Premium Content and Training and Advisory revenue streams (2020: 67%) which
have grown by 38% during MAP23.
During MAP23, revenue from outside the United Kingdom has increased from £10.0m (31% of Group revenue) in 2020 to £14.4m (38% of
Group revenue) in 2023 driven by the growth in Training and Advisory revenue.
Brand
Premium
Content
Training and
Advisory Events
Marketing
Solutions
Recruitment
Advertising
Discontinued
Operations
Xeim
Econsultancy
4 4 4 4
Influencer
Intelligence
4
MW Mini MBA
4
Festival of
Marketing
4
Oystercatchers
4 4
Marketing Week
4 4 4 4
Fashion &
Beauty Monitor
4
Foresight News
4
Creative Review
4 4 4
Really B2B /
Design Week
4
The Lawyer
4 4 4 4
Revenue 2023
(continuing) (% of total)
41% 40% 10% 6% 3% 0%
Revenue 2020*
(% of total)
41% 26% 8% 13% 3% 9%
* As reported
Revenue breakdown
The chart below shows which brands derive significant revenue from each revenue stream:
Higher quality revenue
Other revenue
80%
67%
20232020
£m
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
Revenue
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
7
STRATEGIC REPORT
Centaur’s strategy is to focus on our higher
quality revenue streams, investing in the
brands that are the cornerstone of our
business and foundation for future growth.
This will see the Group develop its
proposition as a customer-centric
intelligence business, with the mission
of building on our heritage of informing
and connecting our customers. We will do
this 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 profitable revenue.
The Lawyer
The Lawyer is the most trusted brand for
the UK legal profession and a leading
provider of information to the global legal
market delivered via a scalable digital
platform. The Lawyer has built on its 37-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 information 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.
Its main corporate information service,
together with related subscriptions products
Signal and Litigation Tracker, are used by 91%
of the top 50 UK and top 50 US law firms
in London. The Lawyer is also expanding
geographically, developing data and content
for the Top 50 European law firms.
At The Lawyer, we will continue to drive
growth with data-led content and product
development for the top 100 law firms in
the UK and US and increase our footprint
in the European market. Its loyal customer
base enables The Lawyer to continue
to drive growth in our core information
product by adding new content areas
including legal technology and risk in 2024.
We also have plans to launch a subscription
intelligence service and a new digital
platform for subscribers, creating more
opportunities for subscribers to make use
of our content and data.
To augment our digital content, we will be
expanding our series of face-to-face forums,
designed to foster interactive conversations
so senior legal leaders can both gain
deeper insights from our content and data,
and discuss the strategic implications for
themselves and the market.
Alongside this, The Lawyer will continue to
expand the opportunities for networking
beyond our highly regarded conferences
through the launch of The Legal Leadership
Club.
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 nine
marketing brands which are trusted by
its customers and in which there is long
standing confidence – Econsultancy,
Influencer Intelligence, MW Mini MBA,
Festival of Marketing, Marketing Week,
Creative Review, Fashion & Beauty Monitor,
Oystercatchers and Foresight News – to
support the marketing sector, providing
our customers with the advice, information
and connections needed to set themselves
apart from their peers.
THE LAWYER
XEIM
Our portfolio
www.centaurmedia.com
8
Strategy
CONTINUED
Our industry-leading brands and experts
provide insight, analysis and proprietary
content, attracting over 5 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.
We deliver transformational programmes
for our customers by providing diagnostic
tools, best practice guides, case studies,
thought leadership and curated learning
services to support the customer need.
Xeim can position and cross-sell multi-
brand offerings for the benefit of our
customers by understanding how the
brands interact most effectively with each
other.
Across Xeim, we will continue to cross-
sell our brands to the world’s top 200
marketing spenders to generate, in
particular, Premium Content and Training
and Advisory revenue.
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.
Over the last year, we have carried out a
continued programme of improvements to
our eLearning content on the new platform,
including updating our original digital
learning course, adding four completely new
eCommerce courses, a new omnichannel
course for the Consumer Packaged Goods
available to corporate customers through
increased marketing, sales and partnership
arrangements whilst continuing to
development additional courses to meet the
demand of our customers and widen the
penetration of the market opportunity that
exists.
Influencer Intelligence
Influencer Intelligence provides expertise
and support to help customers:
• Discover the right influencers from over
150,000 actively monitored social media
influencers and celebrities and attribute
driven on-site search together with
celebrity news and analysis;
• Evaluate the fit with their brand goals
using metrics that include celebrity
equity score and social media values
as well as audience engagement,
demographics and sentiment score;
• Plan their activations using our
rolling calendar of 4,000 events and
awareness days; and
• Contact their chosen brand ambassador
with multiple contacts for all influencers
plus 50,000 brand and media contacts.
This results in a highly renewable
subscription product with a loyal customer
base particularly in the fashion and retail
sectors. We pride ourselves on having an
expert team to compliment the platform
and build out the news, trends, events
and verified contacts elements of the site.
Influencer Intelligence is about ‘in depth’
content on the influencers that matter.
sector and the translation of all eLearning
materials into five languages.
Looking ahead, we will provide a platform
for more lead generation, deliver new
events, build new opportunities for cross-
selling opportunities and improve renewal
rates through increased usage, creation
of new structured learning courses in
digital marketing and eCommerce, and an
eCommerce skills index.
MW Mini MBA
Marketing Week’s Mini MBA courses distil
the core marketing module of a full MBA
programme into easily digestible and
thoroughly engaging content with two
12-week courses in Marketing and Brand
Management 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 30,000 alumni from across the globe
driven by corporate multi-seat packages and
online sales. This year we launched our third
course, the MW Mini MBA in Management
– a course designed to give marketers the
essential skills to make it in the boardroom.
This course exceeded expectations with
400 participants for the September launch.
We have also launched a new network that
is open to the alumni of all MW Mini MBA
courses.
Looking ahead, we will expand the
number of international markets where
the MW Mini MBA courses are made
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
9
STRATEGIC REPORT
The brand will continue to focus on
improvements in the platform for customers,
such as content discovery and accessibility.
The brand is also planning to hone the
team’s focus on targeting marketing leads,
to enhance the existing renewal rates and
generate new business.
Other Xeim brands
Our portfolio of other 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 information
products and services.
These include:
• Marketing Week – for over 40 years,
the most influential source of marketing
information in the UK. In 2024, we will
continue to generate revenue from
subscriptions, proprietary research,
white papers, the annual MW Awards
event as well as marketing solutions and
lead generation services. We are also
developing the platform and content to
drive more corporate subscriptions;
• MW Festival of Marketing – an annual
thought leadership, learning and
networking event that has become a
leading and influential event dedicated
to ambitious marketers. We plan to
discover, learn and connect with more of
our customers in-person at the Festival
and related masterclass events in
2024; and
• 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.
Due to lower customer demand in brands
with non-strategic revenue and the resulting
lack of viability of those businesses, we have
had to make some strong strategic decisions
this year, including the closure of Design
Week and Really B2B. This will further
prioritise our higher quality revenue streams
in the rest of the Group and sharpen our
focus on delivery to our key customers.
Mergers and acquisitions
In addition to the organic growth and new
product developments within Centaur’s
portfolio, consideration will also be given to
acquisitions that could enhance Centaur’s
existing products and services or build
new capabilities thereby refreshing and
extending product offerings for existing
customers.
Next steps
Following the successful achievement of
MAP23, Centaur is now preparing to embark
on the next phase of growth derived from
continuing increases in organic revenue,
developing revenue from new product
development initiatives and adding
inorganic revenue from acquisitions.
The emphasis will be on higher quality
revenue streams aligned to our objective
of being a customer-centric business
intelligence and learning organisation.
We look forward to providing further
information after the Group’s preliminary
results about how we will continue to deliver
the specialist insights for our customers that
they need to succeed.
www.centaurmedia.com
10
The last three years have been
characterised by macroeconomic
turbulence, sector headwinds and
extended impact of Covid-19. Centaur
weathered these challenges to deliver
significant improvements to the quality of
its customers, products and profitability,
aligning the business with resilient demand
for high-quality business information and
digital training services.
This year, we succeeded in generating
an Adjusted EBITDA margin of 26%,
reflecting our focus on higher quality
revenue streams and the operational
leverage inherent within our business.
This exceeded the ambitious profitability
target for 2023 set out three years ago of
23% and has been achieved substantially
through profitable revenue growth.
We are determined to keep driving
performance and growth beyond MAP23,
strengthening our position as a leading
customer-centric business intelligence
and learning organisation through organic
revenue growth including new product
development, and inorganic revenue
growth through acquisitions. We look
forward to providing more detail after the
Group’s preliminary results, setting out our
vision to deliver the specialist insights our
customers need to succeed.
Financial performance
In 2023, Centaur reported revenue
from continuing operations of £37.3m (a
reduction of 3% from £38.4m in 2022), and
a Group Adjusted EBITDA of £9.7m (up from
£8.5m in 2022). It was satisfying to see that
the Adjusted EBITDA margin for 2023 was
26% (up from 21% in 2022) which was well
ahead of the 23% target that we had set
three years ago and more than double the
margin of 12% in 2020, when we started
our Margin Acceleration Plan.
The Group ended the year with net cash
of £9.5m, a reduction from £16.0m last
year after paying out significant ordinary
and special dividends in 2023 totalling
£8.9m. I am pleased with the contribution
generated from the trust and confidence
that our customers have in all of our brands
and that we have continued to gain positive
momentum over the past twelve months.
Strategic and operational steps have
been taken to provide a scalable platform
for further organic profitable revenue
growth to reinforce the resilience of the
business. These include developing our
offer for customers, focusing on blue-chip
multinational clients, building our pipeline
of new business, conducting negotiations
with suppliers at a Group level and
implementing flexible reward structures to
retain and recruit top talent.
There has been a slight decrease in
employee numbers on 2022, as increases
in growth areas were offset by the
closure in December of Design Week
and ReallyB2B and reductions in other
less strategically important areas of the
business. We have also reduced our central
costs from 2022, along with our related
carbon footprint, aided by our move into a
smaller London office at the start of 2023
and will continue to control our cost base
in 2024. These steps will maintain our
operational leverage and ensure that the
business is best positioned to withstand
any wider macroeconomic uncertainty and
build on the achievements of MAP23.
Dividends
The Group has proposed a final dividend
of 1.2 pence per ordinary share to take
our total ordinary dividends for 2023 to
1.8 pence, now significantly above the
1.0 pence per share that we have as a
de minimis under our dividend policy. In
addition to the special dividend of 3.0
pence per share paid in February 2023, a
further special dividend of 2.0 pence per
share, was paid in March 2023, bringing
the total dividends paid out to shareholders
during 2023 to £8.9m. The total dividends
Chief Executive’s Statement
Dear Shareholder,
This is my fifth Annual Report as CEO of Centaur and I’m
pleased with the platform for growth that our ambitious
Margin Acceleration Plan 2023 (MAP23) has provided the
Group.
This year’s performance
is the culmination of our
MAP23 strategy which
achieved its three clear
objectives: to implement
a simple, efficient and
scalable operating model,
develop high quality, trusted
products which are the
leaders in their markets,
and build the credibility of
Centaur’s management team
for delivering on its strategic
and financial commitments.
We have significantly grown
our profitability and built a
business with an impressive
proportion of higher quality
revenue, providing us with a
scalable platform for long-
term sustainable future
growth.”
Swag Mukerji
Chief Executive Officer
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
11
STRATEGIC REPORT
paid out to shareholders in relation to the
whole MAP23 period of 2021 to 2023 will
have been 8.9 pence or £12.8m.
Operational review
Centaur comprises two business units,
Xeim and The Lawyer. Xeim forms 78%
of our revenue 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 22%.
Both sectors continue to experience
opportunities created from significant
disruption, driven by technological
advances and artificial intelligence,
structural change and globalisation. This
gives Centaur substantial competitive
advantages to build on the achievements
of MAP23 and grow in these sectors.
To enable the delivery of MAP23 and
improve the quality of revenue streams,
Centaur had prioritised investment and
resource allocation to the brands that have
been identified as key drivers of growth
across the two business units. The Lawyer
is one of these key brands, while the other
three form part of the Xeim portfolio (MW
Mini MBA, Econsultancy and Influencer
Intelligence).
Over the course of MAP23, we made
significant progress in developing
these key brands and the rest of our
brand portfolio. Our aim has been to
position each of these for further growth,
developing cross-selling opportunities
and enhancing their shared capabilities,
to enable our customers to deliver better
business outcomes through building
competitive advantage in their markets.
The MW Mini MBA successfully launched
its third course in September, the MW Mini
MBA in Management, which exceeded
expectations with 400 participants. The
brand delivered an 8% increase in revenue,
although we saw lower volumes on the two
main courses, driven by a 23% increase
in yield from discount management, price
rises at the start of the year and the launch
of the third course, which contributed
above management expectations. We
also launched a new network, open to
the alumni of all MW Mini MBA courses,
creating an online community to facilitate
peer-to-peer connections and opportunities
for development. Strengthening the
capabilities of the brand was a key focus
in the year with the recruitment of a new
Managing Director, Tim Plyming, who has
joined from the Open University.
Econsultancy continued to show its
resilience with several large blue-chip
multinational contract wins, including Sky,
John Lewis Partnership and Jaguar Land
Rover. However, Training and Advisory
revenue declined – we saw good new
customer wins and grew our digital and
learning subscription services but suffered
overall slower growth due to customer-
driven contractual and delivery delays.
A continued programme of improvements
saw the brand develop its eLearning
content on the new platform, including four
completely new eCommerce courses,
A selection of our clients
www.centaurmedia.com
12
Chief Executive’s Statement
CONTINUED
a new Omnichannel course for the
Consumer Packaged Goods sector and
translation of all eLearning materials into
five languages. This programme extension
built on the developments in 2022 that
enabled the business to combine its
consultancy and online subscription
learning, enhancing the offer to customers.
Influencer Intelligence recorded a
small decrease in renewal rates to 84%.
Although down from 90% levels in 2022,
we were reassured by the momentum
built through the year, reaching 87% in H2.
Informed by recent insights to the needs
of customers, the brand has developed a
new product proposition of Discover (the
right influencers for you), Evaluate (how
they fit with your brand goals), Plan (your
activations) and Contact (chosen brand
ambassadors).
The Lawyer had another year of strong
performance with Premium Content
revenue growing by 9% due to corporate
subscription renewal rates of 108%
supported by Signal and Litigation Tracker,
its data-driven paid-for products. However,
Events revenue of £1.8m was down 11%
year-on-year due to shortfalls in sponsorship
across several events dampening the
overall revenue growth to 1%.
In November, we launched Horizon Live,
an interactive forum for our senior law firm
subscribers to get deeper insights from
our content and data in a live environment
and saw strong uptake. We added 85 new
corporate subscription accounts in 2023,
by developing new content for Europe,
including our ‘Passport’ newsletter, and new
content for law firms outside of the top 100,
as well as upgrading single subscriptions
to corporate accounts. Further, our podcast
has gained good traction in 2023, enabling
subscribers to listen to lively debates on
the most important issues in the market.
Looking at our portfolio of other brands, the
strategic decision to close Design Week
and Really B2B has sharpened the overall
focus of the Group, and the brands that
remain add to the customer proposition
of Xeim’s key brands. Elsewhere, we were
pleased with Oystercatchers’ success
advising customers with agency review
and selection, Marketing Week’s platform
and content development and Festival of
Marketing’s sold-out October event at The
Brewery in London.
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 2023, Centaur
continued to strengthen its management
team. We made several excellent new
hires, including Tim Plyming who joined
as Managing Director of the Marketing
Week Mini MBA, Agata Kreutzinger as
Data Director and Nicola Moretti who took
over as Chief People Officer following the
retirement of Jacquie MacKenzie at the end
of the year.
Following the delivery of MAP23, and
replacing the existing Centaur Strategy
Group, we have set up a new Leadership
Forum to focus on the strategy, targets
and delivery of the next phase of Centaur’s
growth.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
13
STRATEGIC REPORT
Looking to 2024
MAP23 has delivered three years of higher
quality revenue, EBITDA and EBITDA
margin growth. The increased share of
repeatable and higher quality revenue
streams from a higher proportion of blue-
chip customers has further reinforced the
resilience of the Group.
The Lawyer will accelerate its penetration
of UK and European law firms with
new content, a new digital platform for
subscribers, the launch of a subscription
intelligence service powered by proprietary
data and the expansion of face-to-face
forums with Horizon Live. This will enable
The Lawyer to deliver industry leading
sector intelligence in the UK market, as
well as the significantly larger opportunities
internationally.
At Xeim, developing paid content and
information via corporate packages,
subscriptions and partnerships will remain
a strategic priority, alongside our industry
leading events. Xeim’s brands will enhance
their focus on addressing the market
demand in the UK creating solutions for
the top 200 marketing spend companies
and identifying opportunities to provide
solutions to blue-chip multinational
customers.
Alongside these strategic priorities, we will
continue to extract value from back-office
synergies for Xeim and The Lawyer, across
technology, facilities and shared services.
Summary
I wanted to conclude by reflecting on the
progress MAP23 has delivered over the
past three years and reiterate my thanks to
everyone at Centaur for their hard work and
determination in delivering this strategy so
successfully. Profitably growing revenue
whilst doubling the margins of a Group
this size is a considerable achievement
and has taken a tremendous team effort –
particularly when set against the upheaval
that has been experienced through
Covid-19 and other macroeconomic
uncertainty.
As we look to 2024, Centaur remains
entirely focused on growth. 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 expertise, focus on our strategically
important revenue streams and adapt to
deliver productively and profitably what our
customers need and want.
SWAG MUKERJI
Chief Executive Officer
12 March 2024
www.centaurmedia.com
14
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 support the successful implementation of the MAP23 strategy. These indicators
are discussed in more detail in the CEO and financial reviews.
Key Performance Indicators
FINANCIAL AND NONFINANCIAL
Financial
Underlying revenue growth/(decline)
1
Adjusted EBITDA margin
1
2023
2022
8%
Financial
(3)%
2023
2022
21%
26%
The growth/(decline) in revenue from continuing operations
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 decline.
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
higher quality revenue streams together with the impact of the
Group’s operational leverage.
Adjusted diluted EPS
1
Cash conversion
1
2023
2022
2.6 pence
4.2 pence
2023
2022
99%
80%
Diluted earnings per share calculated using the Adjusted earnings,
as set out in note 9 to the financial statements.
The 62% increase in EPS reflects the increase in post-tax
profitability.
The percentage by which Adjusted operating cash flow covers
Adjusted EBITDA as set out in the financial performance review.
The cash conversion in 2023 was impacted by adverse movements
in working capital compared to the level achieved in 2022.
1
See definitions in Financial Review on page 22.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
15
STRATEGIC REPORT
Non-financial
Attendance at Festival of Marketing Delegates on MW Mini MBA course
2023
2022
920
998
8%
Non-financial
2023
2022
6,409
5,709
Number of unique delegates attending the Festival of Marketing
event in October.
This year’s event reached the capacity of the venue. The number
of paid delegates increased compared to 2022.
Number of delegates on MW Mini MBA courses.
There was a decrease in the number of delegates on the two main
courses but 2023 also includes delegates on the new Management
course launched in September. Yield per delegate was however
significantly higher in 2023.
Xeim customers >£50k Top 250 law firm customers
2023
2022
81 (£11.6m)
71 (£10.1m)
2023
2022
144 (£3.2m)
149 (£3.4m)
Number and value of Xeim customers with sales greater than
£50,000.
The focus on higher value accounts continued in 2023, although
reduced revenue from advisory contracts relates to the decrease
in the number of higher paying customers. The average value of
these accounts was maintained year on year.
Number and value of revenue from top 200 UK law firms and top
50 US law firms.
The focus on higher value accounts continued in 2023 with a 24%
increase in the average value of these accounts.
www.centaurmedia.com
16
Performance
FINANCIAL REVIEW
During the three-year strategy period, the
Group has faced challenges posed by the
pandemic and wide-ranging economic
uncertainties. However, through these
challenging times, Centaur has grown
continuing revenue by 27% since 2020 and
the proportion of higher quality revenue
from Premium Content and Training and
Advisory has now increased to 80%,
compared to 67% at the start of MAP23. The
aim of reaching £45m of revenue during
MAP23 was not realised due to the closure
of two businesses and the drag on growth
from non-strategic Recruitment Advertising
and Marketing Solutions revenue.
During 2023 Centaur has increased its
higher quality revenue from Premium
Content and Training and Advisory by 3%.
However, macroeconomic headwinds
impacted the Group’s non-strategic revenue,
resulting in a decrease in revenue from
continuing operations of 3% from 2022.
A combination of careful cost management
and the proportionally greater contribution
from higher quality revenue has contributed
to a decrease of 11% in the Group’s
operating expenses, resulting in Adjusted
EBITDA of £9.7m at a 26% margin, up from
£8.1m and 21% in 2022.
During 2023 the difficult decision was made
to close our Really B2B and Design Week
businesses, which struggled to maintain their
revenue and profitability in an economic
downturn. The results of these businesses
have been presented in discontinued
operations. The Financial Review in this
Annual Report focuses on continuing
operations, unless otherwise specified.
Performance
Group
Statutory revenue fell by £1.1m to £37.3m in
2023, a decrease of 3%. Xeim decreased
4% whereas The Lawyer increased 1%.
Revenue generated from outside the UK
remained steady at 38% (2022: 38%) with
an increase of 25% in revenue from the
Rest of the World offset by decreases in all
other regions.
Adjusted EBITDA increased by 19% from
£8.1m to £9.7m at a margin of 26% (2022:
21%). This improved margin was on slightly
decreased revenue, demonstrating the
contribution provided by our higher quality
revenue streams, resolute cost control and
improved efficiencies within the Group.
The Group posted an increase of 54%
in adjusted operating profit to £7.6m
(2022: £4.9m) as a result of the increase
in adjusted EBITDA in addition to a lower
IFRS 16 depreciation expense since the
move to a smaller office in 2023. The
Group achieved an adjusted profit after
taxation of £6.4m (2022: £3.7m) resulting in
an impressive 62% increase in fully diluted
adjusted earnings per share to 4.2 pence
per share.
Despite an increase in EBITDA, a focus
on cash management and healthy cash
collections from customers, during 2023
net cash
1
balances decreased from £16.0m
to £9.5m, most significantly due to ordinary
and special dividend payments of £8.9m as
well as payment of exceptional costs and
lower working capital balances.
1
Net cash is the total of cash and cash equivalents and
short-term deposits.
Overview
2023 marks the final year of our three-year MAP23
strategy, which focused on revenue and profit growth and
the achievement of an Adjusted EBITDA margin of 23% in
2023. I am pleased to report that this margin objective was
exceeded in 2023, where a 26% Adjusted EBITDA margin
has been achieved, more than double the margin of 12% in
2020 which was the base year for the strategy.
Proactive and
meticulous
monitoring of our
trading and related
key metrics during
the year has enabled
us to exceed our
MAP23 Adjusted
EBITDA margin
ambition.”
Simon Longfield
Chief Financial Officer
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
17
STRATEGIC REPORT
Xeim
Xeim’s revenue for 2023 was £28.9m,
a decrease of 4% from £30.1m in 2022.
Premium Content in 2023 remained flat
with modest growth in Econsultancy and
Marketing Week offset by slight declines
in other brands in a tough environment for
both renewals and new business.
Revenue from Training and Advisory
showed modest year-on-year growth
of 3% as a result of a robust trading
performance by Oystercatchers and from
a continued increase in MW Mini MBA
revenue. Conversely, delays by customers
for both engagement and delivery caused
a significant year-on-year shortfall for
Econsultancy.
The planned return to one single physical
Festival of Marketing Event in October,
after multiple virtual and hybrid events in
prior years, caused an expected decline
in Events revenue of 18% year-on-year,
although as a result of this focus, the
October event achieved a 37% increase in
revenue.
Recruitment Advertising of £0.1m was
weak throughout the year and fell 59%
from 2022. This has been a long-term
non-strategic revenue stream for Xeim
and a decision has been made to exit this
revenue stream going forward.
Marketing Solutions saw a year-on-year
decline of 33% with low spend from
customers facing an increasingly tough
market environment.
Xeim posted an Adjusted EBITDA of £9.0m
for the year, an increase of 10% from £8.1m
in 2022. This was driven by improving
revenue margins and a 10% decrease in
operating costs.
Econsultancy’s momentum in 2022 met
headwinds in 2023 particularly in Training
and Advisory after delays on the customer
side, leading to a 14% revenue decline year-
on-year. We expect to gain the revenue
benefit of these delays in 2024 as we
continue to deliver valuable consultancy
to our blue-chip international customers.
In Premium Content we continue to invest
in Econsultancy’s blended multi-touch
learning strategy to aid the recovery of
subscription renewal rates which stand at
72% (2022: 82%) and new business.
Influencer Intelligence benefitted in 2022
from the recovery of the retail and fashion
industries. In 2023 this improvement
plateaued with a small decrease in renewal
rates to 84% (2022: 90%), partially upheld
by maintaining the performance of new
business in line with 2022. The resulting
revenue saw a decline of 5% year-on-year.
The MW Mini MBA continued to grow
with revenue up 8% driven by a 23% yield
increase, but total delegate numbers
declining by 12%. MW Mini MBA retains
excellent Net Promoter Scores of over
+65 on all four of the Marketing and Brand
course cohorts in 2023 and strong loyalty
from recurring corporate customers. A
third MW Mini MBA in Management course
was launched in 2023, with its first cohort
in September seeing 400 delegates
and revenue performing well above
expectations.
Of our other Xeim brands, revenue
declined by 6% year-on-year, with slightly
lower renewal rates for Fashion Monitor
and a decline in Marketing Solutions
revenue for both Marketing Week and
Creative Review, in addition to the planned
reduction to one Festival of Marketing
event. These shortfalls were partially offset
by an extremely pleasing performance in
Oystercatchers which grew revenue by
almost 50% as more branded customers
reviewed their advertising agencies.
During 2023 the difficult decision was
made to close our Really B2B and Design
Week businesses, which saw lower
revenue and profitability in an economic
downturn due to the loss of key customers.
The results of these businesses have been
presented in discontinued operations.
The Lawyer
Revenue for The Lawyer grew by 1%.
Premium Content revenue showed strong
growth of 9% primarily from TheLawyer.com
corporate subscriptions performance with
an impressive renewal rate of 108% (2022:
116%) bolstered by new business more
than doubling from 2022. This resulted in
the book of business growing by 16% and
customer volume by 18%. The renewal
rate for Signal remained strong at 97%
(2022: 102%) and despite new business
being lower than expectations the book of
business has grown 9% year-on-year.
The Lawyer retains a significant penetration
of the top 100 law firms of 91% (2022:
90%) demonstrating the value delivered
to our customers and continues to gain
penetration into the next tier of top 150 UK
law firms.
The Lawyer ran a series of successful
conferences, roundtables and awards
during 2023, although Events revenue
of £1.8m was down 11% year-on-year with
shortfalls in sponsorship across a number
of conference events. Marketing Solutions
also had a difficult year with a 25% decline
in revenue. Recruitment advertising stayed
materially flat year-on-year and although
being a non-strategic revenue stream for
Centaur as a whole, remains valuable for
The Lawyer as a source of connectivity with
its audience.
This led to a rise in adjusted EBITDA from
£3.0m in 2022 to £3.4m in 2023 at a
margin of 41%. 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.
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
management review the results of the
Group on an adjusted basis internally.
www.centaurmedia.com
18
Performance
FINANCIAL REVIEW CONTINUED
Note
2023
£m
Re-presented
2022
£m
Statutory operating profit 6.1 3.5
Adjusting items:
Exceptional costs 4 0.3 0.1
Amortisation of acquired intangible assets 11 0.1 0.5
Share-based payments 23 1.1 0.8
Adjusted operating profit 7.6 4.9
Depreciation and amortisation 3 2.1 3.2
Adjusted EBITDA 9.7 8.1
Adjusted EBITDA margin 26% 21%
Adjusting items from continuing operations of £1.5m in the year (2022: £1.4m) are comprised as follows:
Adjusting item Description
Exceptional costs Exceptional costs of £0.3m relate to strategic restructuring of
the Group as it prepares for the next phase of growth following
MAP23. In 2022, exceptional costs of £0.1m 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 £0.1m (2022: £0.5m)
has fallen as certain assets have become fully amortised.
Share-based payments Share-based payments of £1.1m increased in the year due to
an additional year of LTIP issuance to members of the Centaur
Strategy Group (2022: £0.8m).
Statutory operating profit from continuing operations reconciles to adjusted operating profit and adjusted EBITDA as follows:
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
19
STRATEGIC REPORT
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 from continuing operations, which is the same as the underlying revenue, for each
Business Unit:
Re-presented
1
Xeim
2023
£m
The
Lawyer
2023
£m
Total
2023
£m
Xeim
2022
£m
The
Lawyer
2022
£m
Total
2022
£m
Revenue
Premium Content 10.0 5.2 15.2 10.0 4.7 14.7
Training and Advisory 14.8 – 14.8 14.4 – 14.4
Events 2.1 1.8 3.9 2.6 2.0 4.6
Marketing Solutions 1.9 0.4 2.3 2.9 0.6 3.5
Recruitment Advertising 0.1 1.0 1.1 0.2 1.0 1.2
Total statutory revenue 28.9 8.4 37.3 30.1 8.3 38.4
Revenue growth (4)% 1% (3)%
1
See note 1(a) for description of the prior year re-presentation.
The table below reconciles the adjusted operating profit/(loss) for each segment to the adjusted EBITDA:
Re-presented
1
Xeim
2023
£m
The Lawyer
2023
£m
Central
2023
£m
Total
2023
£m
Xeim
2022
£m
The Lawyer
2022
£m
Central
2022
£m
Total
2022
£m
Revenue 28.9 8.4 – 37.3 30.1 8.3 – 38.4
Adjusted net operating expenses (21.4) (5.4) (2.9) (29.7) (24.3) (5.9) (3.3) (33.5)
Adjusted operating profit/(loss) 7.5 3.0 (2.9) 7.6 5.8 2.4 (3.3) 4.9
Adjusted operating margin 26% 36% 20% 19% 29% 13%
Depreciation and amortisation 1.5 0.4 0.2 2.1 2.3 0.6 0.3 3.2
Adjusted EBITDA 9.0 3.4 (2.7) 9.7 8.1 3.0 (3.0) 8.1
Adjusted EBITDA margin 31% 40% 26% 27% 36% 21%
1
See note 1(a) for description of the prior year re-presentation.
Net finance costs
Net finance costs were £nil (2022: £0.1m). The Group held positive cash balances throughout the year and therefore, in both 2023 and
2022, finance costs mainly relate to the commitment fee payable for the revolving credit facility and interest on lease payments for right-
of-use assets. In 2023 this was offset by interest income of £0.3m (2022: £0.1m) on cash and short-term deposits.
Taxation
A tax charge of £0.8m (2022 re-presented: £0.9m) has been recognised on continuing operations for the year. The adjusted tax charge
was £1.2m (2022 re-presented: £1.2m). The Company’s profits were taxed in the UK at a blended rate of 23.5% (2022: 19.0%), but the
resulting adjusted tax charge is at an effective tax rate of 16% due mainly to a tax credit in respect of prior years of £0.4m on tax losses for
which the deferred tax asset has now 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.
www.centaurmedia.com
20
Performance
FINANCIAL REVIEW CONTINUED
Discontinued operations
In 2023, discontinued operations relate to the closure of Really B2B and Design Week due to the economic downturn and loss of key
customers. The 2022 comparatives include the re-presentation of Really B2B and Design Week into discontinued operations within the
reported statutory results for the Group. See note 8 for further details.
Discontinued
2023
£m
Discontinued
2022
£m
Continuing
2022
£m
As reported
2022
£m
Revenue 2.0 3.2 38.4 41.6
Adjusted net operating expenses (2.0) (2.8) (33.5) (36.3)
Adjusted operating profit – 0.4 4.9 5.3
Adjusting items (0.5) (0.1) (1.3) (1.4)
Operating (loss)/profit (0.5) 0.3 3.6 3.9
Net finance costs – – (0.1) (0.1)
(Loss)/profit before tax (0.5) 0.3 3.5 3.8
Taxation – (0.1) (0.9) (1.0)
(Loss)/profit after tax (0.5) 0.2 2.6 2.8
Earnings per share
The Group has delivered adjusted diluted earnings per share for the year of 4.2 pence (2022: 2.6 pence). Diluted earnings per share
for the year were 3.2 pence (2022: 1.8 pence). Full details of the earnings per share calculations can be found in note 9 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 1.2 pence per ordinary share in respect of 2023. This brings the total ordinary
dividends relating to 2023 to 1.8 pence (2022: 1.1 pence) per ordinary share, the second year in a row that we will have paid above the
1.0 pence per share minimum due to the increasing profitability of the Group.
The final ordinary dividend is subject to shareholder approval at the Annual General Meeting and, if approved, will be paid on
24 May 2024 to all ordinary shareholders on the register at the close of business on 10 May 2024.
Cash flow
2023
£m
2022
£m
Adjusted operating profit 7.6 5.3
Depreciation and amortisation 2.1 3.2
Movement in working capital (1.9) (0.1)
Adjusted operating cash flow 7.8 8.4
Capital expenditure (2.1) (1.4)
Cash impact of adjusting items (0.5) (0.2)
Taxation (1.6) –
Repayment of lease obligations and net interest paid (0.8) (1.9)
Free cash flow 2.8 4.9
Purchase of own shares and payments on share options exercised (0.4) (0.6)
Dividends paid to Company’s shareholders (8.9) (1.4)
(Decrease)/increase in net cash
1
(6.5) 2.9
Opening net cash
1
16.0 13.1
Closing net cash
1
9.5 16.0
Cash conversion
1
80% 99%
1
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 2023
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STRATEGIC REPORT
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 80% (2022: 99%)
has been adjusted to exclude these one-
off items. The cash conversion in 2023
decreased from historical levels as a result
of negative working capital movements
for lower accrued costs, lower deferred
revenue balances and the timing of cash
payments, although the conversion rate
is expected to return to normal historical
levels going forward. Over the MAP23
period, Centaur has generated £14.2m of
free cash flow with a cash conversion rate
of 109%.
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 the first further
one-year period. On 19 February 2024,
management exercised the option to extend
for the second further one-year period until
31 March 2026. The Group has not drawn
down any borrowings under the facility.
Balance sheet
2023
£m
2022
£m
Goodwill and other intangible assets 44.7 43.8
Property, plant and equipment 2.2 0.4
Deferred taxation 1.9 1.6
Deferred income (8.4) (8.9)
Other current assets and liabilities (4.0) (4.1)
Non-current assets and liabilities (0.8) –
Net assets before cash 35.6 32.8
Net cash
1
9.5 16.0
Net assets 45.1 48.8
1
Net cash is the total of cash and cash equivalents and short-term deposits.
Goodwill and other intangibles have
increased by £0.9m as a result of
investment in capital expenditure to
support profitable revenue growth
initiatives. Property, plant and equipment
has increased by £1.8m predominantly due
to the cessation of the previous property
lease on 31 December 2022 meaning the
right-of-use asset was disposed of, with the
right-of-use asset for the new lease being
recognised on 1 January 2023.
Deferred income has decreased by £0.5m
mainly as a result of slower renewals
and new business on premium content
subscriptions. Other current and non-
current liabilities have increased by £0.7m
predominately due to the recognition of the
new lease liability on 1 January 2023.
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 2023.
As detailed under the Risk Management
section, the Directors have assessed the
viability of the Group over a three-year
and nine-month period to December
2027 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 has exceeded its adjusted
EBITDA margin objective set out under
MAP23 for 2023, despite a difficult trading
environment for revenue growth. The
culmination of our three-year Margin
Acceleration Plan strategy sees Centaur
with a solid platform for future growth,
a very high proportion of higher quality
revenue, a controlled cost base, effective
cash management and efficient processes.
The next stage of Centaur’s journey to
become a customer-centric business
intelligence and learning organisation
is about to get under way and we look
forward to providing more detail on this
following the preliminary results.
SIMON LONGFIELD
Chief Financial Officer
12 March 2024
www.centaurmedia.com
22
Performance
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 net operating expenses Net operating expenses excluding adjusting items.
Adjusted operating profit Operating profit excluding adjusting items.
Adjusted profit before tax Profit before tax excluding adjusting items.
Adjusted retained earnings Profit for the year excluding adjusting items.
Adjusted tax charge Tax charge excluding the tax charge on adjusted 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 centrally managed 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’).
Annual Report and Financial Statements for the year ended 31 December 2023
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STRATEGIC REPORT
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 2023, these interactions
were a key input to our strategic choices in the context of the tougher trading conditions and in the difficult decision to close two of our
brands. 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 27 to 37.
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, through delivery
of services and from face-to-face
interaction at events. This is with
a view to understanding customer
requirements and feedback, to
manage their expectations and
to generate long term profitable
revenue.
Our purpose is to enable ambitious
leaders to see around corners
and deliver change. To ensure our
customers are satisfied with our
offering and that we increase our
higher quality revenue, 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.
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Section 172 Statement
CONTINUED
Stakeholder Group How we engage? Why we engage? What matters to this Group?
Employees DICE (Diversity, Inclusion, Culture and
Engagement) panel was established
in 2019 so that all employees have a
voice and their views are considered.
More detail of the work undertaken
by DICE is provided in the ESG report.
Monthly Executive Committee
meetings and regular senior
leadership and team meetings held
virtually and in-person.
Xeim’s brands and The Lawyer hold
Town Halls to which all Centaur
employees are welcome. Hybrid
company-wide 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.
Six Kaizen working groups have
delivered improvements to key
processes to enhance the colleague
experience.
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.
An annual employment survey is sent
out by DICE and actions to address
issues are agreed.
Annual appraisals and increased
focus on ensuring that all employees
had objectives set at the beginning
of 2023.
We held a successful Wellness
Fortnight with a range of sessions
focusing on combatting the loneliness
epidemic, making smart food choices,
healthy digital habits, pensions and
finances, and the importance of
health screening. This culminated in a
company-wide wellbeing day.
Our diverse workforce of 245
employees (at 31 December 2023)
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 broadcast 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 and focusing on the right
benefits and processes.
Opportunities for career development
and progression.
Agile working patterns.
A hybrid working model with
employees typically attending the
office two days per week is now
embedded. Brand days are in place
to maximise the impact of days in the
office.
The move to the new smaller office
footprint at the beginning of 2023
has been a success creating a more
collaborative and energised working
environment.
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.
Annual Report and Financial Statements for the year ended 31 December 2023
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STRATEGIC REPORT
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.
Centaur’s values and its high
standards of business conduct.
Security of data and personal
information.
Innovation and product development.
Community The Company supports local
communities and charitable
organisations through direct
fundraising and donations. During
2023, the Company supported
Shooting Star Children’s Hospices
and Crisis as its nominated charities.
Additional fundraising took place
for Turkey Mozaik Foundation, in
support of the people of Turkey
and Syria following the catastrophic
earthquake in February 2023, and
Macmillan Cancer Support following
the loss of our dear friend and
colleague Suki Thompson. A total of
£16,275 was raised (2022: £5,000)
of which the Company contributed
£9,150 (2022: £2,550).
To be a good corporate citizen and
give back to the communities and
charities that are important to our
employees and to the Company.
Time, resource and donations from
corporate companies that assist the
aims of these organisations.
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.
Stakeholder Closure of Really B2B and Design Week in December 2023
Overview The economic downturn and other external factors significantly impacted the financial performance of Really B2B
in 2023 and, along with inflationary pressures on its costs, this resulted in a substantial decrease in its year-on-
year revenue and profit. As we were unable to secure longer term new business or renew certain contracts with
key customers, it became clear in the fourth quarter of 2023 that the business had become untenable. Therefore,
the decision was taken to close Really B2B at the end of 2023.
For many years the main revenue stream for Design Week had been recruitment advertising but given the drop
in market demand and ongoing decline in this area, the business model was no longer viable as the cost of
production became higher than the revenue being generated. Revenue also included display advertising and
partnerships, which has similarly been declining in recent years. Management concluded that even with the
provision of more dedicated resource, these areas would not bolster the operational performance enough to
improve the overall long-term profit outlook for this brand. Therefore, the decision was taken to also close Design
Week in December 2023.
Investors A key driver of the Board’s decision to close the two businesses was to protect the future financial prospects
of Centaur including the drag on EBITDA margin in 2024 from the two loss making businesses. In addition,
the revenue generated by these businesses was not strategically important or one of the higher quality
revenue streams.
Customers The team carried out project planning to serve out the remainder of the Really B2B client contracts and handover
any current projects having provided customers with the appropriate notice of the business’ closure.
Having announced the closure of the brand on its website, Design Week did a showcase of some of its work and
highlights from the last 38 years for its customers.
Employees As there were more than 20 roles impacted by the closure of Really B2B, we elected employee representatives
and engaged in collective consultation. Individual consultations also took place and the outcome meetings were
held in early December. Redeployment opportunities in other parts of the Group were explored, with one senior
member of the team successfully securing a vacant permanent role and another member being placed in a
maternity cover role.
The closure of Design Week impacted 2 permanent roles, which were made redundant and again other vacant
roles in the Group were explored.
Support was provided for CV writing, job searching and interview techniques for all employees that were made
redundant.
Strategic suppliers The team ensured that all suppliers were kept informed, given the appropriate notice and paid in full for goods
and services provided.
Communities We understand that many of the employees made redundant in the two businesses have obtained other
employment and that communities will not have been significantly impacted, especially in the Portsmouth area
where most Really B2B employees were based.
Government and
regulators
The closures were executed in compliance with all government and legal regulation, including appropriate
deductions for taxation in relation to redundancy payments.
www.centaurmedia.com
26
Section 172 Statement
STAKEHOLDER ENGAGEMENT CASE STUDY
Environmental
Climate
Centaur recognises the need for continued
focus on reducing its environmental
impact and developing a more sustainable
business, as well as the importance of
transparency in the reporting of its climate-
related risks and opportunities to its key
stakeholders, including shareholders,
customers and employees. As a provider
of business-to-business (B2B) information,
online training and specialist consultancy,
with services which are predominantly
digital in nature and people-orientated,
Centaur’s exposure to climate-related risk
is less than that of businesses operating in
many other sectors. However, as our climate
materiality assessment demonstrates, 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.
In recognition of this, during 2023, Centaur
has continued to improve the quality of its
compliance with the recommendations of the
TCFD across the four pillars of Governance,
Strategy, Risk management and Metrics and
Targets, as detailed more fully below.
Centaur’s response to the
recommendations of the Task
Force on Climate-related
Disclosures (‘TCFD’)
In 2023, 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 improving its disclosure
in line with UK regulatory requirements.
Centaur is aware of the proposed upcoming
regulatory changes (with the Task Force
on Climate-related Financial Disclosures
having been disbanded in October 2023)
and will be considering the ISSB Standards
(as defined below) and its reporting
requirements while the UK government
works towards the development of the UK
Sustainability Disclosure Standards, before
making a decision on how to approach
disclosures for 2024.
Governance
• 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 49), 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, supported by Exco and other
senior managers.
In 2023, the Board achieved its 2022 goal
of 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. The
Board also considered climate with regards
to Centaur’s strategic plans and budgets as
well as the suitability of Centaur’s climate
key performance indicators.
In 2023, Centaur also assessed several
different options for delivery of some
focused climate-related risk training to the
Board and it commits to delivering such
training during 2024.
The Board recognises the need for Centaur
to develop a net zero target, an action
which Centaur’s management started to
investigate during 2023 and intends to
explore further during 2024 having more
accurately assessed the impact of its
operations on the climate.
• Describe management’s role in
assessing and managing climate-
related risks and opportunities
Centaur has a clear governance structure for
the assessment and management of climate-
related risks, as shown in the organogram
above. To ensure that this governance
structure remains fit for purpose, Centaur
commits to reviewing it at least once
annually, as it did during 2023, and adapting
it accordingly where necessary.
The Board has delegated the day-to-day
operational management of climate-related
risks and opportunities to the Executive
Committee, although we expect all
employees in senior management positions
to take responsibility for managing climate-
related risks and opportunities, including
escalating any material risks to the
Executive Committee where necessary.
Annual Report and Financial Statements for the year ended 31 December 2023
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27
STRATEGIC REPORT
Environmental, Social and Governance
Centaur’s Climate Governance Structure
Continually adapting to the risks
Informing
Reporting
The Board
Audit Committee
Executive Committee
Climate Steering Committee
(Legal, Finance, Company Secretary,
Event Operations, Data, DICE)
Centaur has a dedicated Climate
Steering Committee which reports to the
Executive Committee. 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.
To strengthen its reporting line to the
Executive Committee, the Committee now
also includes an Executive Committee
member, the Chief Technology Officer.
The Committee’s primary purpose is
to oversee sustainability initiatives and
make recommendations to the Executive
Committee regarding Centaur’s climate
strategy. It acts as a forum for sharing
climate-related learning and ensuring
effective communication between
colleagues with regard to Centaur’s
climate strategy. In 2023, the Committee
met twice formally and members met at
least quarterly on a more informal basis
with regard to key areas of focus. These
included a cross-company approach to
more sustainable events practices and how
best to upskill our employees in relation to
climate and sustainability. The Committee
formally reported to the Board on its
activities in September 2023.
In 2022, Centaur undertook a detailed
climate materiality assessment involving
input and insights from the Executive
Committee in order to further understand
the risks and opportunities that climate
change poses for the business, as
described more fully below. In 2023,
Centaur revisited this climate materiality
assessment to assess its continued
appropriateness and concluded that it
remained appropriate and relevant in all
material respects.
Further, as part of the Group’s measures
to strengthen the identification and
assessment of such risks and opportunities,
climate change considerations have now
been 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, clients and event attendees
and their ability in particular to attend
Centaur’s office, 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, supported by sustainability
consultancy Anthesis Group, Centaur
undertook a climate materiality assessment
which involved a climate screening
exercise and workshop with members
of management and key stakeholders
to identify and assess which physical
and transitional risks arising from climate
change could impact Centaur’s business.
The exercise considered the nature of
such impacts and the likelihood of these
risks arising across three time horizons:
short (2030), medium (2040) and long
term (2050). Risks and opportunities were
ranked from low to high priority and a
scenario analysis of the top six risks (being
three physical risks and three transitional
risks), as set out in the table below, was
undertaken to better understand and
validate Centaur’s resilience across
differing future time horizons and
hypothetical world temperature scenarios.
In 2023, Centaur explored climate-related
opportunities which allowed the Group
to support the transition to a net zero
economy including, for example:
• Centaur continued to focus on its
digital strategy, in recognition of the
role that digital technologies can play in
helping to mitigate climate change;
• Centaur reflected upon its approach
to major in-person events and awards
ceremonies with a view to developing
a sustainable events policy that aims
to ensure that such events align
with Centaur’s key sustainability
considerations; and
• Centaur conducted research on how
to use Centaur’s events and content
as platforms to raise awareness of and
promote the importance of reducing
carbon emissions and the impact of
climate change. This resulted in the
development of a new climate-related
content metric, described below.
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28
Environmental, Social and Governance
CONTINUED
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
Climate change has been identified as a potential source of reputational risk tied to customer or stakeholder
perceptions of Centaur’s contribution to or detraction from the transition to a lower carbon economy. Centaur faces
potential reputational damage from not ‘walking the talk’ in supporting the net zero agenda. Misalignment to the
global climate action agenda, not keeping up with stakeholder expectations and having unambitious commitments
within this area could harm the Group’s reputation and therefore result in reduced demand from customers,
investment from shareholders and availability of new recruits. Centaur’s climate governance structure and ongoing
assessment of the suitability of this, including its Climate Steering Committee which drives overall strategic direction
and the setting of targets and mainstreaming of climate action across the business, 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 as
demonstrated by the existing TCFD requirements and the anticipated adoption of the ISSB Standards by the UK. 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 the 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, the output of which was reviewed again in 2023, has supported
the business in understanding this risk and the requirements of the TCFD and the 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
Technological improvements or innovations that support the transition to a lower carbon economy will affect the
competitiveness of certain businesses. 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 in its supply chain, including for elements such as cloud
hosting, data 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 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
(whether these be to Centaur’s office or its customers’ offices, for example) 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), its 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, Centaur’s 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
UK heatwaves in recent years, including in 2022, heightened Centaur’s awareness of the risk of extreme
temperatures and the potential impact on the productivity of its 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
As global temperatures rise and precipitation increases, storms are becoming increasingly unpredictable, with higher
winds and more intense rainfall. As a digital business, increased storms (both frequency and intensity) could result
in power outages which impact the Group’s ability to operate efficiently. The possible impact of power outages 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 the fact that Centaur operates a hybrid working policy, meaning that staff have flexible
work locations, as well as the 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 2023
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STRATEGIC REPORT
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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 new four-year strategy
and its current 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.
Beyond Centaur’s four-year financial
planning cycle, we have not fully assessed
and analysed the impacts of climate-
related issues on financial planning due to
transitional challenges including data and
system limitations. As our understanding
of climate risks and opportunities evolves,
we will incorporate key impacts into our
financial planning. Centaur will continue to
consider the materiality and impacts of its
climate-related risks on an annual basis,
particularly in respect of future strategic
and financial planning cycles 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
Centaur conducted its first climate-related
scenario analysis in 2022 and revisited
this analysis during 2023, concluding that
it remains appropriate and relevant in all
material respects. In line with the TCFD,
Centaur’s scenario analysis consisted of a
qualitative scenario analysis considering
three climate scenarios and three time
horizons (2030, 2040 and 2050). 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 keep
this under review and further refine and
develop our climate modelling and scenario
analysis capabilities to quantify climate risk
in future.
• Centaur is exposed to both physical
and transitional risks, with transitional
risks posing 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);
• Centaur is generally resilient to the
physical risks associated with climate
change, 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;
• 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 and could
impact (for example) employees’ travel
to the office or in-person events or
meetings with clients;
• Transitional 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, creating more
rapid and disruptive changes in the
economy; 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.
Scenario
Net Zero 2050
(or ‘Paris-aligned’)
Delayed Transition
(or ‘disorderly transition’)
Current Policies
(or ‘hot house world’)
Description This is an ambitious scenario which
limits global warming to 1.5°C through
stringent 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. Transitional 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
transitional 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
either the Net Zero 2050 or Delayed
Transition 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. This scenario can help
Centaur to better understand the long-
term physical risks to its business, the
economy and wider society if the world
continues on the current path to a ‘hot
house world’.
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
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
transitional 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 2023
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STRATEGIC REPORT
Risk Management
• Describe the organisation’s
processes for identifying and
assessing climate-related risks
• Describe the organisation’s
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 49 to 53. As
described there, the 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 now form part of
Centaur’s risk register, having been
included in it 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 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. In
2023, climate-related risks were 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 is not immune to the impacts
that physical risks have on the business
and it 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, Company Secretarial
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).
In particular, Centaur is aware that
the UK government has signalled
its support for the adoption of the
International Sustainability Standards
Board’s inaugural standards concerning
sustainability-related disclosures: IFRS
S1 General Requirements for Disclosure
of Sustainability-related Financial
Information and IFRS S2 Climate-
related Disclosures (together, the ISSB
Standards). Centaur intends to monitor
if and when these will be formally
adopted by the UK and will address any
resulting impact on its future annual
reporting obligations.
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Environmental, Social and Governance
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KPI Description and risk mitigated
Training of
Directors and key
management
In order to mitigate both reputational risk and 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 four-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.
Climate-related
content
In order to mitigate Centaur’s reputational risk, two of its market-leading brands, The Lawyer and Marketing Week,
have committed to producing content which is intended to mitigate the impact of climate change by provoking debate
and highlighting both positive and negative impacts on climate change of the audiences they serve. From 2024,
Centaur will be collecting information on the volume of such content produced by The Lawyer and Marketing Week.
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 those listed below. In 2023, we increased our availability of climate-related metrics by adopting, for the first time,
a climate-related content metric which we intend to track in 2024. We will continue to assess the impact of climate-related risks and
opportunities on our strategy, with the aim of improving resilience to material risks faced and capitalising on opportunities.
• 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 Group’s 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 has been collected including employee commuting to 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 2023.
Centaur’s emissions from Scope 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 2 and 3 emissions from 2021 are shown as a baseline.
Annual Report and Financial Statements for the year ended 31 December 2023
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STRATEGIC REPORT
Global carbon footprint assessment
1
2023
Tonnes of
CO
2
e
2022
Tonnes of
CO
2
e
2021
Tonnes of CO
2
e
(Baseline)
Change in
the year %
Change since
baseline %
Emissions from:
Scope 2 – indirect emissions (location-based)
13 40 46 (68) (72)
Scope 2 – indirect emissions (market-based) 6 13 17 (54) (65)
Intensity ratios – Scope 2 (market-based):
Tonnes of CO
2
per employee 0.02 0.05 0.06 (52) (64)
Tonnes of CO
2
per £m revenue 0.15 0.31 0.43 (51) (65)
Scope 3 – other indirect emissions (market-based) 2,335 2,193 2,062 6 13
Total Scope 2 and 3 (market-based) 2,341 2,206 2,079 6 13
Intensity ratios – Scope 2 and 3 (market-based):
Tonnes of CO
2
per employee 9 8 8 11 16
Tonnes of CO
2
per £m revenue 60 53 53 12 12
1
Due to Centaur’s office lease arrangement, all relevant Scope 1 emissions fall under Scope 2 as purchased heat and cooling.
2023 2022 2021
Change in the
year %
Change since
baseline %
Total UK and global energy consumption (kWh) 261,019 697,478 684,790 (63) (62)
Scope 2 emissions have decreased in 2023
compared to 2022 due to a combination
of Centaur’s downsize in office space
and improved emissions data provided
by WeWork. In previous years, WeWork
emissions data was calculated using wide
territory-based quarterly average figures
due to their limited visibility on data at the
time. They have improved their emissions
data with a combination of obtaining sub-
metered landlord invoices where available
and working with a third-party carbon
consultant to fill any gaps using more
refined territory averages.
Scope 3 emissions from employee
commuting for 2022 and 2021 have
been re-presented following a refined
methodology approach based on more
detailed information on office attendance.
Scope 3 emissions from employee
commuting have increased in 2023
compared to re-presented 2022 emissions
due to a full year of the return to working
from the office following Covid-19 and
increased average daily employees
working in the office. Other Scope 3
emissions have increased due to an
increase in business travel and the increase
year-on-year in the level of emissions
related to capital purchases such as
intangible assets.
• Targets used by Centaur to
manage climate-related risks and
opportunities and performance
against targets
Note that, whilst we remain committed to
devising and announcing details of our net
zero plan, in order to prioritise resource on
achievement of MAP23, reduce disruption
to the business whilst we embark on
our new strategy and to ensure that our
approach is relevant to the most up to date
UK regulatory requirements, our current
plan is to defer our substantive net zero
planning until 2025 at the earliest.
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 and has
deferred any substantive target setting until
2024 at the earliest in order to minimise
disruption to the business during 2023,
which was the final year of Centaur’s
three-year strategy, MAP23. Despite this,
in 2023, Centaur did conduct some high-
level planning with regard to target setting.
Centaur engaged with an environmental
consultancy to scope out, at a high level,
the work involved in a project aimed
at reducing its carbon emissions and
achieving a net zero target. This involved
consideration of the internal resource,
time and cost required for such a project,
and increased understanding of the key
elements involved, such as value chain
screening, analysis of baseline emissions,
setting of science-based targets, modelling
of emissions pathways and assessment of
carbon reduction strategies.
Having now accurately measured and
disclosed its Scope 1, 2 and 3 emissions
for two consecutive years (for both 2022
and 2023) and reviewed the most material
contributors to its carbon footprint, Centaur
is now better placed to give further
consideration to target setting and net zero
planning in 2024.
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.
Energy efficiency actions
We continue to measure our carbon
footprint by monitoring our energy usage.
After analysis of the emissions data for
2022 and 2023, the key areas contributing
to Centaur’s emissions have been identified
as:
• Scope 2 emissions relating to the London
office space; and
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Environmental, Social and Governance
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• Scope 3 emissions from purchased
goods and services, capital goods and
business travel.
Centaur has taken action to reduce its
emissions in the following ways:
• relocation from 1 January 2023 to a
smaller WeWork office space, which
has significantly reduced our Scope 2
emissions in 2023;
• continued support of the electric
vehicle and cycle to work schemes; 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 – culture
During 2023 we updated our strategic
purpose as “we enable ambitious leaders
to see around corners and deliver change”.
Our purpose is the foundation that
our culture is built on and from this we
discovered Centaur’s values: Passionate,
Accountable, Customer-centric and
Knowledgeable. These were launched to
employees in January 2024. The Board
recognises the paramount importance of
embedding Centaur’s values within our
culture and upholding exemplary standards
of business conduct throughout the entirety
of the Group. Such commitment is essential
to the successful execution of our strategic
objectives and our purpose.
These values, developed by senior leaders
alongside DICE, will be cascaded to the
business by ‘walking the talk’ led by the
Executive Committee and the senior
leadership team, to all employees in order
to live our values every day. To embed this,
in early 2024 we have launched the LOVE
award: Live Our Values Everyday. This
quarterly award will celebrate individuals
who embody our Values in their actions and
contributions.
Throughout 2023, a number of Kaizen
working groups were established guided
by the CEO’s rolling programme of
breakfast meetings with all non-senior
employees to listen to their ideas to
improve the business. The groups
implemented positive change as part of a
continuous improvement to a number of
our key operations and processes such
as recruitment, onboarding, data, career
progression, knowledge of Centaur and
training.
Our people – talent development
and retention
Our hardworking and diligent colleagues
are at the heart of our success. Having
the right people with the right skills at
all levels of Centaur’s organisation is
critical to building a quality, sustainable
business and delivering our strategy.
Career development, communication and
continuous quality improvement are a
priority. 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.
We have invested in two new development
programmes to be launched in 2024: The
Leadership Forum and the Manager Forum.
The Leadership Forum consists of our
most senior leaders, who hold roles critical
to Centaur’s next phase of growth. The
purpose of the Leadership Forum is to drive
our business objectives, role model our
values and support succession planning.
The Manager Forum consists of our people
managers. The purpose of the Manager
Forum is to build community, share
knowledge and give managers the tools
and techniques they need to be successful
in their roles. This is supported by a new
Manager Essential Programme, with regular
training sessions scheduled throughout the
year.
Our people – performance
Our 2024 plans prioritise establishing
a high-performance culture as a core
component of our people plan. This
initiative aims at enhancing effectiveness
and improving performance.
The cornerstone of a high-performance
culture is the implementation of objective
setting and in 2024 we will launch a
new approach to objective setting and
development. Objectives will be explicitly
aligned with Centaur’s goals and monitored
throughout the year through regular check-
ins with managers to track progress against
agreed upon objectives.
Clear expectations, coupled with job
descriptions, provide colleagues with
greater clarity regarding their role in
achieving Centaur’s objectives and support
line managers in conducting more robust
performance conversations. This approach
provides a roadmap to focus efforts,
support colleagues’ career development
and enable continuous improvements.
Our people – wellbeing
Centaur is committed to helping colleagues
perform at their best. We provide a range
of benefits and tools that promote and
support a healthy lifestyle, a healthy
mind and increasingly, a healthy work-life
balance. These include:
• Access to Unum ‘Lifeworks’, an
employee assistance programme
providing counselling, managing
finances, assistance with legal matters
and mental health support services
as well as giving access to virtual GP
appointments free of charge;
• Medical cash plan that covers
colleagues’ everyday healthcare costs,
plus a wide range of digital and virtual
wellbeing tools;
• 25 days holiday, increasing by a day
per year of service, up to a maximum
of 30 days;
• Hybrid working;
• 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 for
the advertising and media industry;
• Maternity buddies and menopause
champions;
• Promoting salary sacrifice for
employees to plan financial efficiency
on their pension contributions; and
• Wellbeing fortnight and a wellbeing
day off.
Annual Report and Financial Statements for the year ended 31 December 2023
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STRATEGIC REPORT
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.
Our people – training
We are committed to investing in the
professional growth of our colleagues, with
our extensive training and development
resources. All colleagues can participate
in the world class learning we offer to our
clients. This includes the MW Mini MBA and
award-winning Econsultancy courses. Our
goal is to help colleagues reach their full
potential, meet their career ambitions and
contribute to the success of Centaur’s growth.
67 of our colleagues have now completed at
least one of the MW Mini MBA courses.
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 on neurodiversity and other
individual role specific training sessions. A
new training platform has been launched
for colleagues encompassing a range of
mandatory, personal and leadership skills,
diversity and inclusion training in addition
to access to the world class suite of training
provided to our clients.
Our new Manager Forum will be supported
by a new Centaur Manager Essentials
Programme. The purpose is to equip
managers with the foundation knowledge
and tools required to lead their teams and
achieve Centaur’s business objectives.
DICE (Diversity, Inclusion, Culture
and Engagement) – Employee
engagement in action
DICE was formed in 2019 with the purpose
of building a more diverse, inclusive and
engaged workforce through driving positive
change. DICE comprises ten to fifteen
employees from across the Group and
is led by our Chief People Officer. 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 2023 DICE focused its efforts
on five key workstreams: Diversity and
Inclusivity, Culture and Engagement, Social,
Environment and Charity. Each workstream
has an ExCo sponsor. 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 were instrumental in the
development of Centaur’s new values.
Going forward, they have a key role in
embedding our new values into our day-to-
day working environment.
DICE is a key driver in Centaur’s
environmental and social policy and
devised workstreams to support the
business in driving continued change
in 2023. For instance, the Group has a
whistleblowing policy in place enabling
employees to report any concerns about
improper practices, including in relation to
its environmental and social responsibility
practices.
During 2023, key DICE initiatives included
the following:
Diversity & Inclusivity
• Events to raise awareness of
neurodiversity;
• Training for managers to support
neurodiverse colleagues;
• Supporting mental health training;
• A panel session for International
Women’s Day; and
• Events to celebrate LGBTQ+ History
Month and Trans Day of Visibility.
Culture and Engagement
• Regular newsletter;
• Wellness Day – given to all staff in
October 2023 which will be repeated in
2024; and
• Annual employee survey.
Social
• Two main social events in 2023 – the
Summer Party in June and a Christmas
Party in December.
Charity
• A month-long step challenge to raise
donations for Crisis;
• A number of fundraising events in the
office including bake sales and raffles;
• Afternoon tea to celebrate the
Coronation;
• One of our colleagues ran two ultra
marathons in aid of charities; and
• A number of colleagues participated in
Suki’s Steps and Swim to raise money
for Macmillan Cancer Support.
Diversity
Creating a diverse and inclusive workplace
is vital to building an inclusive culture
where everyone feels welcome, and it is
embedded in our values. 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. We champion
diversity from how we attract, recruit and
develop our colleagues to retaining diverse
talent.
Diversity | Inclusion | Culture | Engagement
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36
Environmental, Social and Governance
CONTINUED
To do this, we offer 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 2023, two of our
seven (29%) Board members are female
which has not changed since 2022 when
Richard Staveley was appointed as a Non-
Executive Director in his role as an adviser
to Centaur’s largest shareholder. Two
out of our six (33%) Executive Committee
members are female (2022: 33%). The
Centaur Strategy Group, comprising the
Executive Committee and a small group
of senior leaders in the Company (in total
10 male and 7 female for the majority
of the year), have been involved in the
development of a number of strategic
projects during 2023.
As at 31 December 2023, 143 (58%) of our
employees are female and 102 (42%) are
male. We proudly support flexible working
opportunities and 12% of the workforce is
employed on a part-time basis.
Gender pay
We carry out an annual analysis on Gender
Pay. The report for 2023 can be found
at www.centaurmedia.com/corporate-
responsibility/inclusion-diversity. Our mean
average Gender Pay Gap has reduced
between 2022 and 2023 from 19.4% to
17.8%, and the median average Gender Pay
Gap has also decreased from 12.9% to 9.1%.
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
office 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.
Our Health and Safety Committee asks
all new employees to complete a safety
plus assessment. This assessment is also
sent out if there is a change to the working
environment or if any employee requests
new equipment.
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 a matching
scheme for direct fundraising and donations
by employees. Together with our employees,
we made donations in 2023 to Crisis
(£7,000), Macmillan Cancer Support (£5,000),
Shooting Star Children’s Hospices (£3,000)
and Turkey Mozaik Foundation (£1,275).
In 2024 the Group will support Crisis and
Macmillan Cancer Support. Both charities
have been chosen by colleagues through a
selection process initiated by DICE.
In 2022, donations were made to The
Trussell Trust, an organisation that aids
a national network food bank to provide
emergency food and support to people
locked in poverty (£2,500) and Shooting
Star Children’s Hospices (£2,500).
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 payroll.
Governance
Details on Governance are set out in the
Corporate Governance Report starting on
page 48.
Annual Report and Financial Statements for the year ended 31 December 2023
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37
STRATEGIC REPORT
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 52 to 54.
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 2023, 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 26 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-19 pandemic,
the conflict in Ukraine and the resulting
impact with inflation having peaked at
over 10% and UK interest rates over 5%.
In addition, the UK economy has not
been growing. 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 and corporate
marketing budgets.
The likelihood of ongoing volatility in
2024 is expected to be high despite
lowering 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. We will also
continue to manage our cost base
and utilise technology such as AI and
machine learning to improve our cost
effectiveness.
Centaur continues to increase
international organic growth to mitigate
this risk. We are also increasing
our focus 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 be broadly
the same as for the
prior year.
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Risk Management
Rank Risk Description of risk and impact Risk mitigation/control procedure Movement in risk
2 Failure to achieve
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.
Having completed the MAP23 strategy,
Centaur’s continued success depends
on growing the business. In order to
do this, it depends in large part on its
ability to recruit, motivate and retain
high quality 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.
Staff churn (a challenge for many
companies in our sector) has been at
lower levels during 2023, but we are
continuing to improve our policies and
practices.
Developing the future business strategy
beyond MAP23 and changes required
in skill set and culture are challenging
and costly.
In January 2024, we are launching a
refreshed approach to objective setting
and managing performance. Colleagues
will agree a personal development
plan and annual objectives with their
manager, linked to Centaur’s overall
2024 objectives.
Colleagues will have regular check
ins with their manager to ensure they
are on track to clarify accountabilities,
provide focus and build a high growth
performance culture.
There continues to be a significant
focus on employee communication
including weekly updates, all company
town hall and Q&A meetings and staff
welfare calls.
Over the course of Q4 2023, the CSG
and DICE have worked together to
develop Centaur’s values. These will be
launched in January 2024. The values
will be included in the new performance
management process and embedded in
our culture.
We regularly review measures aimed at
improving our ability to recruit, onboard
and retain employees. We continue
to focus on bringing in higher quality
employees to replace leavers or in
new roles to enhance our strategy
particularly in areas such as marketing,
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
key risks or challenges.
DICE 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
and chaired by the CPO.
The CEO has held employee breakfasts
with the objective of generating a
continuous performance improvement
culture within the Group. This has
identified six continuous improvement
projects which have delivered process
improvements in 2023. This will
continue in 2024.
An annual review ensures staff
flight risks and training needs are
identified with a focus on 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 2023
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39
STRATEGIC REPORT
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, our users’ digital products and
support platforms with disruption to our
revenue collection activities.
Centaur could incur significant costs
and suffer 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 recent years reducing
the Group’s cyber risk. To improve
staff awareness, Centaur continues
to train staff on cyber security and
phishing with regular testing and online
learning.
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
upgraded.
The Data Director ensures that
rigorous controls are in place to
ensure that 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.
In an ever-increasing sophisticated
environment of cyber incidents, Centaur
has significantly improved protection,
creating a dedicated cross-technology
cyber workgroup to review processes,
systems and access. As a result,
Centaur has strengthened access
across all critical systems and improved
monitoring. In addition, Centaur has
been externally audited and certified
ISO/IEC 27001:2013 ‘Information
Security Management’. Given the
advanced nature and complexity of
cyber incidents, security is kept under
constant review.
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.
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40
Risk Management
CONTINUED
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.
Centaur has strict requirements in
respect of its handling of personal data
under UK General Data Protection
Regulation (‘GDPR’), the Data Protection
Act 2018 (‘DPA’), the Privacy and
Electronic Communications Regulations
(‘PECR’) and related law and regulation
(‘Data Protection Law’). Centaur’s
obligations under Data Protection Law
are continuously evolving meaning this
area requires ongoing focus.
PECR includes specific obligations
for businesses like Centaur regarding
how they conduct electronic marketing
calls, emails, texts and use 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
be liable 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 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.
Centaur has 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 2023
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41
STRATEGIC REPORT
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42
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 and
nine-month period from signing of this
Annual Report to December 2027, 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 December 2027.
The Board has determined that the three-
year and nine-month period to December
2027 is an appropriate period over which
to provide its viability statement because
the Board’s financial planning horizon
covers a four-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 March 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 four-year forecast
to December 2027. The four-year forecast
was built, bottom-up from the budget for
2024 together with appropriate growth
factors for 2025 to 2027.
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 and nine-month
period to December 2027.
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 47.
The Strategic Report was approved by the
Board of Directors and signed by order of
the Board.
HELEN SILVER
Company Secretary
12 March 2024
Annual Report and Financial Statements for the year ended 31 December 2023
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43
GOVERNANCE 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 a non-executive director and audit
committee chair at M&C Saatchi Plc, a non-executive director and remuneration committee
chair at Gateley (Holdings) 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 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 revenue 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.
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44
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.
LESLIEANN 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 non-executive director at Learning
Technologies Group plc and also at Bloomsbury Publishing Plc and Frontier
Developments plc where she serves as the senior independent non-executive director.
She also serves as Chair of the Audit Committee for these companies. Leslie-Ann is
a Chartered Accountant and her executive roles previously 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-four 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 Pressure Technologies plc.
Board of Directors
CONTINUED
Annual Report and Financial Statements for the year ended 31 December 2023
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45
GOVERNANCE REPORT
STEVE NEWBOLD
Group Managing Director – Xeim
Steve joined Centaur in March 2015. He is responsible for the Xeim portfolio of brands
including Econsultancy, Influencer Intelligence, Marketing Week and the highly successful
MW 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.
NICOLA MORETTI
Chief People Officer
Nicola joined Centaur as Chief People Officer in October 2023. She is responsible for
shaping and driving Centaur’s people and organisation strategy, including developing
strategic capabilities, and embedding a culture of inclusion and performance to realise
Centaur’s ambitions. She has extensive experience in technology-based businesses,
consulting and digital transformation. Prior to joining Centaur, Nicola was Chief People
Officer with Ozone, a rapidly growing digital advertising platform built by some of the UK’s
best-known publishers. Nicola began her career as a business change consultant with
Accenture, focusing on people transformation programmes.
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.
Executive Committee
www.centaurmedia.com
46
Directors’ Report
The Directors of Centaur
Media Plc (‘the Company’),
a company incorporated
and domiciled in England
and Wales, present their
report on the affairs of
the Company and its
subsidiaries (together the
“Group”) as well as the
audited Company and
consolidated Group financial
statements for the year
ended 31 December 2023.
There have been no significant events
since the reporting date.
Principal activities
Business review
The Strategic Report, incorporating
the CEO’s Statement, on pages 1 to
42, 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.
Directors and Directors’ interests
The Directors of the Company during the year and up to the date of this report are detailed below. The Board has decided to continue
observing best practice by offering themselves for re-election annually.
Number of
ordinary shares
held at
1 January 2023
Shares acquired
during the year
Number of
ordinary shares
held at
31 December
2023
Number of
ordinary
shares held at
12 March 2024
Swagatam Mukerji 660,656 512,507 1,173,163 1,174,245
Simon Longfield 72,769 277,016 349,785 349,785
Colin Jones 140,000 126,235 266,235 266,235
William Eccleshare – – – –
Carol Hosey – – – –
Leslie-Ann Reed – – – –
Richard Staveley – – – –
The Directors’ interests in long-term incentive plans are disclosed in the Remuneration Committee Report on pages 63 to 70.
Greenhouse gas emissions
Details of the Group’s greenhouse
gas emissions are included in the
Environmental, Social and Governance
report on page 34.
Research and
development activities
The Group invests in systems and website
development activities – see note 11 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 2023 of 1.2 pence per
share (2022: 0.6 pence) is proposed by
the Directors and, subject to shareholder
approval at the Annual General Meeting,
will be paid on 24 May 2024 to ordinary
shareholders on the register at the close
of business on 10 May 2024. The total
ordinary dividends paid to shareholders
relating to the year will therefore be
1.8 pence (2022: 1.1 pence).
In addition to the ordinary dividends paid
relating to 2023, special dividends of 3.0
pence per share and 2.0 pence per share
were paid in February and March 2023
respectively.
Share capital and
substantial shareholdings
Details of the share capital of the Company
are set out in note 22 to the financial
statements. As at 31 December 2023, and
12 March 2024 (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
2023
12 March
2024
Harwood Capital
LLP 29.86% 29.86%
Aberforth
Partners LLP
1
23.91% 22.96%
Herald
Investment
Management 7.32% 7.32%
Downing LLP 4.56% 4.56%
Richard Griffiths 3.39% 3.68%
Graham Sherren 3.20% 3.20%
Artemis
Investment
Management LLP 3.01% 3.01%
1
This includes Wellcome Trust Limited which is managed
by Aberforth Partners LLP
At 12 March 2024 and 31 December 2023,
4,550,179 (31 December 2022: 4,550,179) 10
pence ordinary shares are held in treasury,
representing 3.01% (2022: 3.01%) of the
issued share capital of the Company as
at 31 December 2023. As at 31 December
2023, there were 800,000 (2022: 800,000)
deferred shares of 10 pence each which
carry restricted voting rights and carry no
right to receive a dividend payment.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
47
GOVERNANCE REPORT
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 and donations with details of
the charitable donations made in 2023 to
be found in the community section of the
Section 172 statement.
No political donations were made during
the year (2022: £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
bi-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 36. In addition, the Share Incentive
Plan as described in note 23 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 23, 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 26 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 67.
Going concern
The Directors have carefully considered the
Group’s net current liabilities 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 42. See note 1(a) of the financial
statements for further details and page 42
for our viability statement.
Subsidiaries
Details of the subsidiaries of the Company
are shown in note 13 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 48.
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 71.
Approved by the Board of Directors and
signed by order of the Board.
HELEN SILVER
Company Secretary
12 March 2024
www.centaurmedia.com
48
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 had been receiving 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 this would be adjusted such that from
1 January 2024 this will be 7% and will be
reduced by a further 1% a year for each of
the 2 following years to align his pension
arrangements with the general workforce at
5% from 1 January 2026.
The Board
As at 31 December 2023, the Board had
five Non-Executive Directors and two
Executive Directors (Chief Executive and
Chief Financial Officer). Biographies for
each currently serving Director are shown
on pages 43 and 44. 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 23 to 26. 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 Non–Executive Director – – –
Swagatam Mukerji Chief Executive – – –
Simon Longfield Chief Financial Officer – – –
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
49
GOVERNANCE REPORT
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
Number of scheduled meetings held: 6 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 6 6 _ _ 3 3 2 2
William Eccleshare 6 6 5 5 3 3 2 2
Swagatam Mukerji 6 6 – – – – – –
Simon Longfield 6 6 – – – – – –
Carol Hosey 6 6 5 5 3 3 2 2
Leslie-Ann Reed 6 6 5 5 3 3 2 2
Richard Staveley 6 6 – – – – – –
1
Four additional unscheduled Board meetings were held during the year.
2
One additional unscheduled Remuneration Committee meeting was held during the year.
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, forecasts and prior year;
• Review of Centaur’s four-year strategy;
• 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. 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 45.
www.centaurmedia.com
50
Directors’ Statement on
Corporate Governance
CONTINUED
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
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 23 to 26.
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 2024.
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 38 to 41 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 37.
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 52 to 54.
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
51
GOVERNANCE REPORT
Greenhouse gas emissions
The disclosure in respect of the
greenhouse gas emissions of the Group
in tonnes of carbon dioxide is set out in
the Environmental, Social and Governance
Report on page 34.
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 2023,
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.
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 46.
Approved by the Board of Directors and
signed by order of the Board.
HELEN SILVER
Company Secretary
12 March 2024
www.centaurmedia.com
52
Audit Committee Report
Dear Shareholder,
I am pleased to present the
report of the Audit Committee
(‘the Committee’) for the year
ended 31 December 2023.
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 effectiveness of the
external auditor.
Following the appointment of Crowe U.K.
LLP as auditor for the 2020 audit, they
have continued in office and provide their
audit report on 2023 on pages 72 to 75.
Committee composition
The Audit Committee comprises Carol
Hosey, William Eccleshare and myself.
Our biographies are shown on pages 43
to 44. 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 Group’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 Group’s financial and
operational policies and procedures
to ensure they remain effective and
relevant;
• Consider annually whether there is a
need for an internal audit function and
make a recommendation to the Board
(see section below);
• 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 ordinary dividends and
the special 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 and estimates considered by
the Audit Committee and discussed with
the external auditor during the year were
as follows:
Annual Report and Financial Statements for the year ended 31 December 2023
www.centaurmedia.com
53
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 2023 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 four 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 10
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 reported revenue of £37.3m for
2023, a reduction of 3% from £38.4m in
2022. Adjusted profit before tax increased
by 57% to £7.6m arising from tight control
over the Group’s operating costs and
operational leverage. The Group’s cash
generation remained strong resulting from
an increase in adjusted EBITDA of 20%
to £9.7m, however after paying out £8.9m
of special and ordinary dividends during
the year, resulting net cash
1
decreased to
£9.5m at the end of 2023 (2022: £16.0m).
The Committee has reviewed forecasts to
cover the twelve months from signature
date based on the Group’s four-year
plan strategy with downside scenarios
explored. The Committee has also taken
into consideration the 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.
1
Net cash is the total of cash and cash equivalents and
short-term deposits.
Adjusting items
Adjusting items in 2023 comprise the
amortisation of acquired intangible assets,
share-based payments, exceptional
operating costs relating to restructuring and
loss on disposal of assets. 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.
Discontinued operations
The Committee assessed the
appropriateness of classifying Really
B2B and Design Week as discontinued
operations under IFRS 5 ‘Discontinued
operations’ and the associated accounting
disclosures. The Committee is satisfied that
this treatment is appropriate. Further details
on discontinued operations are included in
note 8 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 since its 2021 Annual Report.
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54
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 38 to 41. 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 26.
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 51.
Internal controls and
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
12 March 2024
Audit Committee Report
CONTINUED
Annual Report and Financial Statements for the year ended 31 December 2023
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55
GOVERNANCE REPORT
Nomination Committee Report
Dear Shareholder,
I am pleased to present the
report of the Nomination
Committee for the year
ended 31 December 2023.
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.
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 in general and how it will be
taken into consideration in relation to
the compliance with Listing Rule 9.8.6R
below; and
• The appointment of Nicola Moretti as
Chief People Officer and member of
the Executive Committee to replace
Jacquie MacKenzie on her retirement.
DICE continues to play an integral role in
supporting engagement with our workforce
on Diversity, Inclusion, Culture and
Engagement and regularly reports to the
Board on its activities.
Board members
Percentage of
Board
Number of
senior positions
on Board
Executive
Committee
members
Percentage
of Executive
Committee
Men 5 71% 4 4 67%
Women 2 29% – 2 33%
Centaur does not currently comply with the requirements that at least 40% of the Board are women and at least one of the senior board
positions of Chair, Senior Independent Director, CEO or CFO is held by a woman.
However, Centaur is a small-cap Company with a small, effective Board and 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.
The ethnic background of the Board and the Executive Committee at 31 December 2023 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%
I am pleased to note that Centaur already complies with the target set out in Listing Rule 9.8.6R(10) that at least one member of the board
is from a non-White ethnic minority background. That person is our CEO. The data was collected from each Director as they are all based
in the UK.
Our policy on Board diversity is set out in the Directors’ Report and further details of diversity/gender in the Company are set out in the
Environmental, Social and Governance Statement on pages 36 to 37.
COLIN JONES
Chair of the Nomination Committee
12 March 2024
Diversity and Inclusion – Compliance with Listing Rule 9.8.6R
The gender identity of the Board and the Executive Committee at 31 December 2023 and the date of this report is as follows:
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56
Remuneration Committee Report
Dear Shareholder,
On behalf of the Board, I
am pleased to present the
Directors’ Remuneration
Report for the year ended
31 December 2023. 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 2022 AGM; and
(iii) the Annual Report on
Remuneration.
2023 has once again provided us with a
challenging economy. The management
team has continued to demonstrate
considerable ingenuity and resilience
in its response to changes in customer
purchasing behaviour, which has slowed
in line with economic uncertainty.
Despite this the team, led by Swagatam
Mukerji and Simon Longfield, has
delivered a strong business performance
and is looking forward to the further
development of the business with a new
strategic plan for the next 4 years.
Across the broader team, pay rises
in October 2022 will have had some
continuing benefit and this was followed
by an average 5% pay rise for eligible
employees (excluding the CSG and Exco),
effective from 1 April 2023. Employees
also retain a generous benefits package
including pension, Medicash, life
assurance, a wellness day off, 25 to 30
days holiday (increasing with service), and
access to an electric vehicle scheme and
an Employee Assistance Programme.
Whilst it was anticipated that the Exco/
Directors would receive a 5% pay rise,
effective 1 April 2023, as reported in the
2022 Annual Report, the decision was
taken on commercial grounds to make
reduced awards of 2.5% to members of the
CSG and to remove pay awards, altogether,
for the Exco, Directors and Non-Executive
Directors.
Performance of the Group over this last year
shows a change in behaviour amongst our
customers; greater time and consideration
is being given to contracts and their
expenditure and Centaur is responding
to this change dynamically to ensure it is
equipped to meet these future challenges.
Whilst it has been challenging, we have
seen a positive financial performance in
2023 and this will be reflected in the 2023
annual bonus and 2021 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 2023 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 2023;
• Agreeing the performance against the
targets for the 2022 annual bonus;
• Agreeing the targets for the 2023
annual bonus plan;
• Agreeing the award levels and
performance targets for the 2023 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.
Annual Report and Financial Statements for the year ended 31 December 2023
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57
GOVERNANCE REPORT
• 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.
Performance and reward in
respect of 2023
The Group saw good year on year
growth in both adjusted EBITDA and
adjusted EBITDA margin with revenue on
a continuing basis only 3% below 2022
due to a decline in non-strategic revenue.
It delivered a 20% increase in adjusted
EBITDA to £9.7m for the year generated
at a margin of 26% reflecting the ongoing
focus on higher quality revenue streams
and the operational leverage inherent
within the Group. Despite the uncertain
macroeconomic backdrop and sector-wide
challenges, this growth in adjusted EBITDA
margin exceeds Centaur’s profitability
target, set 3 years ago in line with its
Margin Acceleration Plan 2023.
Reflecting this performance, the annual
bonus awards for 2023 were 53% of
salary (53% of max) for Swagatam Mukerji
and 53% of salary (53% 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 these vested
at 100% on 30 June 2023.The Committee
considered the extent to which there had
been a windfall gain, agreeing that no such
gain had been made as the Committee had
already sought to address any potential
windfall risk by reducing the award level
at the date of grant (awards were reduced
from 100% to 75% of salary).
The 2021 LTIP is due to vest at 100% on
25 March 2024 as a result of the adjusted
EBITDA margin, EPS and relative TSR
targets being met in full. Once again, the
committee has taken the opportunity to
consider if there has been a windfall gain
on the vesting of this award. It was agreed
that the Executives would not unduly
benefit from the Plan as the share price
at date of vesting was only marginally
above the share price at the date of grant
and the vesting of the Plan appropriately
reflects the underlying performance of the
Company, over the period of the Plan.
Further details of the annual bonus award
and vesting of the 2020 and 2021 LTIP
awards are presented in the Annual Report
on Remuneration.
Implementing the
Remuneration Policy
for 2024
• The base salaries of the Executive
Directors are expected to increase
on 1 April 2024 by 3% in line with the
proposed general workforce increases
of 3%. This will take Swagatam
Mukerji’s salary from £336,200 to
£346,300 and Simon Longfield’s salary
from £200,000 to £206,000. It should
be noted that Executive Directors did
not take a salary increase in 2023 for
commercial reasons, although at the
time of preparing the 2022 Annual
Report a 5% rise had been envisaged
and was therefore disclosed.
• 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 7% 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. Any annual bonus
greater than 75% of salary will be
deferred into shares for three years.
• LTIP awards are expected to be
granted in line with limits set out in
the directors’ remuneration policy.
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.
AGM approvals
At the 2024 AGM, there will be an advisory
resolution on the Annual Statement and
Annual Report on Remuneration for the
year ended 31 December 2023. I hope we
continue to receive your support.
CAROL HOSEY
Chair of the Remuneration Committee
12 March 2024
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58
Remuneration Committee Report
DIRECTORS’ REMUNERATION POLICY
The Directors’ Remuneration Policy (the
Policy) approved by shareholders at the
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.
The table below sets out the Remuneration
Policy approved by shareholders at the
2022 AGM.
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.
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 Report and Financial Statements for the year ended 31 December 2023
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GOVERNANCE REPORT
Element Purpose and link to strategy Operation Maximum
Performance targets
and recovery provisions
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
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
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Remuneration Committee Report
DIRECTORS’ REMUNERATION POLICY CONTINUED
Element Purpose and link to strategy Operation Maximum
Performance targets
and recovery provisions
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
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 2023 and how it will apply the Policy in 2024.
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 managers. 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 2023 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 2024 annual bonus (and any deferred bonus award granted in 2025 in respect of a 2024 bonus) and the
2024 LTIP grant.
Reward scenarios
Based on base salaries as at 1 April 2024, 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.
Annual Report and Financial Statements for the year ended 31 December 2023
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61
GOVERNANCE REPORT
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).
Mimimum
£375
£219
£425
£631
£734
£721
£1,067
£1,241
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 Ocer Chief Financial Ocer
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
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62
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.
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.
Remuneration Committee Report
DIRECTORS’ REMUNERATION POLICY CONTINUED
Annual Report and Financial Statements for the year ended 31 December 2023
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63
GOVERNANCE REPORT
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2024 is set out below.
Base salary
The Executive Directors are expected to receive a 3% salary increase from 1 April 2024. This is consistent with the expected general
workforce increase of 3%.
The Executive Directors’ current and proposed salaries are as follows:
From
April 2024
£
From
April 2023
1
£
%
change
Swagatam Mukerji 346,300 336,200 3%
Simon Longfield 206,000 200,000 3%
1
The Executive Directors did not receive a salary increase from 1 April 2023 contrary to the proposed increase set out in the 2022 Annual Report.
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 7% 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 2024
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 shares and normally deferred for three years.
Long term incentives for 2024
LTIP awards will be granted to Executive Directors in 2024 as follows:
• One-third will be based on sliding scale three-year Adjusted EBITDA targets set in line with the Company’s long-term business plan.
• One-third will be based on sliding scale three-year Adjusted Basic EPS targets set 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 2026. 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 2024 awards will be disclosed in next year’s Directors’ Remuneration Report, subject to any commercial
sensitivity.
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 2024 are as follows:
From
April 2024
£
From
April 2023
£
%
change
Colin Jones 106,090 103,000 3%
William Eccleshare
2
47,740 46,350 3%
Carol Hosey
2
47,740 46,350 3%
Leslie-Ann Reed
2
47,740 46,350 3%
Richard Staveley (appointed 16 May 2022) 42,435 41,200 3%
1
The Non-Executive Directors did not receive a fee increase from 1 April 2023 contrary to the fee increases envisaged and disclosed in the 2022 Annual Report.
2
The annual fees from 1 April 2024 include £5,305 for William Eccleshare for being the Senior Independent Director, £5,305 for Carol Hosey for chairing the Remuneration Committee
and £5,305 for Leslie-Ann Reed for chairing the Audit Committee.
Remuneration Committee Report
ANNUAL REPORT ON REMUNERATION
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64
Remuneration Committee Report
ANNUAL REPORT ON REMUNERATION CONTINUED
Remuneration received by Directors for the year (audited)
Directors’ remuneration for the years ended 31 December 2023 and 2022 was as follows:
Salary
and fees
£
Benefits
£
Bonus
1
£
Pension
£
LTIP
2
£
Total
£
Total
Fixed
£
Total
Variable
£
Executive Directors
Swagatam Mukerji 2023 336,200 4,145 179,550 26,926 330,623 877,444 367,271 510,173
2022 333,750 4,524 234,323 30,038 456,000 1,058,635 368,312 690,323
Simon Longfield 2023 199,480 2,143 106,311 10,000 180,809 498,743 211,623 287,120
2022 194,625 2,103 136,095 9,731 249,375 591,929 206,459 385,470
Non-Executive Directors
Colin Jones 2023 103,000 – – – – 103,000 103,000 –
2022 102,250 – – – – 102,250 102,250 –
William Eccleshare 2023 46,350 – – – – 46,350 46,350 –
2022 46,931 – – – – 46,931 46,931 –
Leslie-Ann Reed 2023 46,350 – – – – 46,350 46,350 –
2022 46,013 – – – – 46,013 46,013 –
Carol Hosey 2023 46,350 – – – – 46,350 46,350 –
2022 46,013 – – – – 46,013 46,013 –
Richard Staveley 2023 41,200 – – – – 41,200 41,200 –
(appointed 16 May 2022) 2022 25,935 – – – – 25,935 25,935 –
Notes:
1
The 2023 bonus amounts relate to bonuses earned in 2023 and payable in 2024.
2
The LTIP remuneration for 2023 is based on the number of shares that will vest for the 2021 LTIP awards based on the three-month average share price to 31 December 2023. The
LTIP remuneration for 2022 relates to the 2020 LTIP awards for which the performance period substantially ended on 31 December 2022 apart from the TSR performance period
that ended on 30 June 2023. The values of £456,000 and £249,375 for Swag Mukerji and Simon Longfield respectively are based on the share price of 47.5 pence on the vesting
date of 30 June 2023 and are higher than the values of £382,368 and £209,108 stated in the 2022 Annual Report which were based on an estimate of the value of the LTIPs as at 31
December 2022.
Annual Report and Financial Statements for the year ended 31 December 2023
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65
GOVERNANCE REPORT
Annual bonus for the year (audited)
The 2023 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 Actual
1
Performance
Opportunity
payable
Adjusted EBITDA £8.60m £10.35m 0% 60% £9.64m 60.26% 36.16%
Revenue £41.5m £45.0m 0% 20% £39.3m 0% 0%
1
Calculated on a total (continuing operations and discontinued operations) basis.
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 Performance
1
Opportunity payable
Refine longer-term Strategic Plan to maximise shareholder value
in context of economic impact on delivery of MAP23
CEO & CFO 25% each 100% The aggregated
performance is:
CEO: 85% of max
CFO: 82.5% of max
and results in a bonus
equivalent to:
CEO: 17.25% of salary
CFO: 17.0% of salary
Steps that reinforce delivery of MAP23 including new MW Mini
MBA course, enhanced Econsultancy LMS product, new content in
The Lawyer and implementation of a Centaur wide data strategy.
CEO & CFO 25% each 90%
Environment – implement and integrate climate-related
governance, strategy, risk management and metrics and targets
into the Group’s business operations.
CEO & CFO 25% each 80%
Continue Centaur’s culture transformation by further developing
the Social Criteria aspect within Centaur
CEO 25% 75%
Maximise cash balances and related interest income CFO 25% 70%
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 2024. 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 total performance and
bonuses payable for 2023:
Executive
Base salary
£
Maximum
opportunity
(% of salary)
Performance
outcome (% of
maximum)
Bonus outcome
£
Cash element
£
Deferred shares
element
£
Swagatam Mukerji 336,200 100% 53.41% 179,550 179,550 –
Simon Longfield 200,000 100% 53.16% 106,311 106,311 –
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66
Remuneration Committee Report
ANNUAL REPORT ON REMUNERATION CONTINUED
Vesting of 2021 LTIP awards
With respect to the LTIP awards granted to Executive Directors (Swagatam Mukerji and Simon Longfield) on 25 March 2021 which are due
to vest on 25 March 2024, vesting is based 33.3% on Group adjusted EBITDA margin, 33.3% on adjusted basic EPS and 33.4% on TSR for
the three-year performance period to 31 December 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 outcome
Proportion of
award to vest
Group adjusted EBITDA margin 33.3% 0% vesting below 19%
25% vesting at Threshold of 19%
100% vesting at Target of 23%
Pro rata straight-line vesting between
Threshold and Target
Over target
26%
100%
Adjusted basic EPS 33.3% 0% vesting below 2.2 pence per share
25% vesting at Threshold of 2.2 pence per share
100% at Target of 3.4 pence per share
Pro rata on a straight-line basis between
Threshold and Target
Over target
4.4 pence
100%
Relative TSR vs FTSE
SmallCap index (excluding
investment trusts)
33.4% 0% vesting below median
25% vesting at median
100% vesting at upper quartile
Straight-line vesting between median and
upper quartile
Upper quartile 100%
Total LTIP vesting 100%
The 2021 LTIP awards will therefore vest as follows:
Director
Number of
shares under
award Vesting
Number of
shares vesting
Value
on award
1
£
Value from
share price
increase
1
£
Value on
vesting
2,3
£
Swagatam Mukerji 826,329 100% 826,329 326,400 4,223 330,623
Simon Longfield 451,898 100% 451,898 178,500 2,309 180,809
1
Value from share price increase based on a 39.5 pence share price at the time of grant of the award in March 2021 to the three-month average share price to 31 December 2023 of
40.01 pence.
2
The value of shares on vesting is based on a three-month average share price to 31 December 2023 of 40.01 pence and will be restated next year based on the actual share price on
the date of vesting (together with any additional cash/shares awarded in respect of dividend equivalents).
3
As detailed in the Annual Statement, the Committee has reviewed the appropriateness of the 2021 LTIP award values at the point of vesting.
Grant of LTIP awards in 2023
LTIP grants were made on 12 April 2023 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 12 April 2023 686,122 100% of
base salary
£336,200 See below 1 January 2023 to
31 December 2025
Simon Longfield 12 April 2023 408,163 100% of
base salary
£200,000 See below 1 January 2023 to
31 December 2025
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 49 pence.
Annual Report and Financial Statements for the year ended 31 December 2023
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GOVERNANCE REPORT
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
2022 Granted Exercised
1
Lapsed
At
31 December
2023
Date of
award
Performance
period
Exercise
period
Share price
on date of
grant
Swagatam Mukerji
2020 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
2023 – 686,122 – – 686,122 12/04/23 01/01/23–
31/12/25
12/04/26–
11/10/26
49.0p
2,486,746 686,122 960,000 – 2,212,868
Simon Longfield
2020 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
2023 – 408,163 – – 408,163 12/04/23 01/01/23–
31/12/25
12/04/26–
11/10/26
49.0p
1,393,565 408,163 525,000 – 1,276,728
1
2020 LTIPs were exercised in September 2023 at a share price of 37.0 pence.
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 2025
Threshold 25%
Max 100%
Between threshold and max Pro-rata on a straight-line basis
between 25% and 100%
Group adjusted EBITDA
1
One-third 3 years to
31 December 2025
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 2023
2
One-third 3 years to
31 December 2025
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 2025 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 will be measured over
the three years to 31 December 2025.
Swagatam Mukerji purchased 3,985 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 1,990 matching shares being awarded in the year.
Board changes and payments for loss of office (audited)
There were no Board changes or payments for loss of office during 2023.
Payments to past Directors (audited)
Consistent with a long-standing arrangement, Graham Sherren, former Chief Executive Officer and Chair, was being paid at the rate of
£3,000 per annum for advisory services performed. This arrangement was terminated with effect from 30 April 2023 such that Graham
Sherren was paid £1,000 in 2023 (2022: £3,000). No other payments to past Directors were made.
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Remuneration Committee Report
ANNUAL REPORT ON REMUNERATION CONTINUED
The table below sets out details of Executive Directors’ outstanding share awards under the DSBP.
At
31 December
2022 Granted Exercised Lapsed
At
31 December
2023
Date of
award
Performance
period
Exercise
period
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).
Directors
Interests in ordinary shares
Shareholding
guideline
achieved?
2
Interests in share plans
31 December
2022
31 December
2023 LTIP DSBP Total
Executive
Swagatam Mukerji
1
660,656 1,173,163 No 2,212,868 39,172 3,425,203
Simon Longfield 72,769 349,785 No 1,276,728 21,421 1,647,934
Non-Executive
Colin Jones 140,000 266,235 N/A – – 266,235
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
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 2013 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
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
31 Dec
2023
Annual Report and Financial Statements for the year ended 31 December 2023
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69
GOVERNANCE REPORT
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 2023 Swagatam Mukerji 877,444 53 100
31 December 2022 Swagatam Mukerji 1,058,635 70 100
31 December 2021 Swagatam Mukerji 709,851 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
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.
Change in remuneration of Directors and employees
The Committee reviews the annual change in the level of Directors’ salaries/fees, taxable benefits and bonus payments compared with
the wider workforce. This analysis now comprises four years of historical data:
% change 2020 v 2019 % change 2021 v 2020 % change 2022 v 2021 % change 2023 v 2022
Base
salary
Taxable
benefits
Annual
bonus
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%) 1% (8%) (23%)
Simon Longfield
1,2,3
0% 0% N/A 2% N/A 325% 10% (3%) (5%) 1% 2% (22%)
Non-Executive Directors
Colin Jones
4
13% N/A N/A 5% N/A N/A 2% N/A N/A 1% N/A N/A
William Eccleshare
4
(5%) N/A N/A 7% N/A N/A 5% N/A N/A (1)% N/A N/A
Carol Hosey
4
N/A N/A N/A 15% N/A N/A 2% N/A N/A 1% N/A N/A
Leslie-Ann Reed
4
N/A N/A N/A 29% N/A N/A 2% N/A N/A 1% 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 59% N/A N/A
Employee population
6
(11%) (6%) (71%) 9% 55% 274% (1%) (13%) (50%) 4% 15% (22%)
1
The increase in base salary in 2023 reflects the pay rise of 3% for Swagatam Mukerji and 12% for Simon Longfield on 1 April 2022, but no pay rise as at 1 April 2023. The average
base salary increase for employees reflects an average salary rise of 5% at 1 April 2023 for the large majority of the workforce, but lower pay rises for senior managers.
2
The increase in taxable benefits for the employee population in 2023 reflects the overall increase in health insurance premiums across the Group, although the specific variations for
the Executive Directors reflects the cost of health insurance related to their individual circumstances.
3
The reduction in annual bonus for 2023 was similar for the Executive Directors and the employee population reflecting a lower level of achievement against the performance criteria
across the Group.
4
The Non-Executive Directors received an increase in annual fees of 3% as at 1 April 2022, but no increase in fees at 1 April 2023. William Eccleshare had received an additional £1,021
in 2022 relating to an underpayment in 2021.
5
Richard Staveley was appointed on 16 May 2022 and therefore received a full year of fees in 2023.
6
Calculation is 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
2023 Option C
1
23:1 18:1 13:1
2022 Option C
1
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 is 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 decreased by 17% from 2022 to 2023 as a result of reduced remuneration from bonus and LTIP, and
total remuneration for employees has increased as a result of the closure of certain operations in 2023, resulting in decreased pay ratios in 2023 for each quarterly percentile.
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70
Remuneration Committee Report
ANNUAL REPORT ON REMUNERATION CONTINUED
Year
Salary Total remuneration
25th %tile Median 75th %tile 25th %tile Median 75th %tile
2023 £35,000 £44,620 £60,420 £37,984 £49,224 £67,357
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
2020 £28,014 £36,360 £51,000 £29,988 £40,000 £57,740
Relative importance of the spend on pay
The following table sets out the percentage change in distributions to shareholders and employee remuneration costs.
2023 2022 % Change
Employee remuneration costs £18.5m £19.0m (3%)
Ordinary and special dividends paid £8.9m £1.4m 521%
Ordinary dividends paid £1.7m £1.4m 20%
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 £8,014 excluding 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
(99.999%)
1,500
(0.001%)
106,933,594 25,000
Approval of Directors’ Remuneration Report in 2023 112,266,451
(99.989%)
12,750
(0.011%)
112,279,201 25,000
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
12 March 2024
Annual Report and Financial Statements for the year ended 31 December 2023
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71
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
12 March 2024
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72
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 2023 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
2023 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 2023
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73
FINANCIAL STATEMENTS
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.
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 13)
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.
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74
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 47;
• 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 42;
• 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 42;
• Directors’ statement on fair, balanced
and understandable set out on
page 71;
• Board’s confirmation that it has
carried out a robust assessment of the
emerging and principal risks set out on
pages 38 to 41;
• The section of the annual report that
describes the review of effectiveness
of risk management and internal
control systems set out on page
54; and
• The section describing the work of
the Audit Committee set out on pages
52 to 54.
Independent Auditor’s Report
TO THE MEMBERS OF CENTAUR MEDIA PLC CONTINUED
Annual Report and Financial Statements for the year ended 31 December 2023
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75
FINANCIAL STATEMENTS
Responsibilities of the
Directors for the financial
statements
As explained more fully in the Directors’
responsibilities statement set out on page
71, 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 four years, covering the
years ending 31 December 2020 to 2023
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
12 March 2024
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76
Consolidated Statement of
Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
Adjusted
Results
1
2023
£’000
Adjusting
Items
1
2023
£’000
Statutory
Results
2023
£’000
Re-presented
2
Adjusted
Results
1
2022
£’000
Re-presented
2
Adjusting
Items
1
2022
£’000
Re-presented
2
Statutory
Results
2022
£’000
Continuing operations
Revenue 2 37,329 – 37,329 38,384 – 38,384
Net operating expenses 3 (29,725 ) (1,491 ) (31,216 ) (33,441 ) (1,388 ) (34,829 )
Operating profit / (loss) 7,604 (1,491 ) 6,113 4,943 (1,388 ) 3,555
Finance income 6 266 – 266 85 – 85
Finance costs 6 (245 ) – (245 ) (158 ) – (158 )
Net finance income / (costs) 21 – 21 (73 ) – (73 )
Profit / (loss) before tax 7,625 (1,491 ) 6,134 4,870 (1,388 ) 3,482
Taxation 7 (1,217 ) 410 (807 ) (1,194 ) 264 (930 )
Profit / (loss) for the year from
continuing operations 6,408 (1,081 ) 5,327 3,676 (1,124 ) 2,552
Discontinued operations
(Loss) / profit for the year from
discontinued operations after
tax 8 (63 ) (414 ) (477 ) 273 (25 ) 248
Profit / (loss) for the year
attributable to owners of the
parent 6,345 (1,495 ) 4,850 3,949 (1,149 ) 2,800
Total comprehensive income /
(loss) attributable to owners of
the parent 6,345 (1,495 ) 4,850 3,949 (1,149 ) 2,800
Earnings / (loss) per share
attributable to owners of the
parent 9
Basic from continuing
operations 4.4 p (0.7 p) 3.7 p 2.6 p (0.8 p) 1.8 p
Basic from discontinued
operations – (0.3 p) (0.3 p) 0.1 p – 0.1 p
Basic 4.4 p (1.0 p) 3.4 p 2.7 p (0.8 p) 1.9 p
Fully diluted from continuing
operations 4.2 p (0.7 p) 3.5 p 2.5 p (0.8 p) 1.7 p
Fully diluted from discontinued
operations – (0.3 p) (0.3 p) 0.1 p – 0.1 p
Fully diluted 4.2 p (1.0 p) 3.2 p 2.6 p (0.8 p) 1.8 p
1
Adjusted results exclude adjusting items, as detailed in note 1(b).
2
See note 1(a) for description of the prior year re-presentation.
The notes on pages 83 to 117 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2023
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FINANCIAL STATEMENTS
Consolidated Statement of
Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2023
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 2022 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 24 – – – – – – (1,436 ) (1,436 )
Purchase of own shares 23 – (604 ) – – – – – (604 )
Exercise of share awards 22,23 – 212 – (54 ) – – (158 ) –
Lapsed share awards 23 – – – (14 ) – – 14 –
Fair value of employee services 23 – – – 724 – – – 724
Tax on share-based payments 14 – – – – – – 233 233
As at 31 December 2022 15,141 (5,863 ) 1,101 1,127 80 144 37,096 48,826
Profit for the year and total
comprehensive income – – – – – – 4,850 4,850
Currency translation adjustment – – – – – (17 ) – (17 )
Transactions with owners in
their capacity as owners:
Dividends 24 – – – – – – (8,916 ) (8,916 )
Purchase of own shares 23 – (322 ) – – – – – (322 )
Exercise of share awards 22,23 – 1,276 – (396 ) – – (880 ) –
Fair value of employee services 23 – – – 939 – – – 939
Tax on share-based payments 14 – – – – – – (292 ) (292 )
As at 31 December 2023 15,141 (4,909 ) 1,101 1,670 80 127 31,858 45,068
The notes on pages 83 to 117 are an integral part of these consolidated financial statements.
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Company Statement of
Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2023
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 2022 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 24 – – – – – (1,436) (1,436)
Exercise of share awards 23 – – – (54) – (27) (81)
Lapsed share awards 23 – – – (14) – 14 –
Fair value of employee services 23 – – – 724 – – 724
Tax on share-based payments 14 – – – – – 101 101
As at 31 December 2022 15,141 (4,135) 1,101 1,127 80 18,182 31,496
Loss for the year and total
comprehensive loss – – – – – (4,521) (4,521)
Transactions with owners in
their capacity as owners:
Dividends 24 – – – – – (8,916) (8,916)
Exercise of share awards 23 – – – (396) – (312) (708)
Fair value of employee services 23 – – – 939 – – 939
Tax on share-based payments 14 – – – – – (159) (159)
As at 31 December 2023 15,141 (4,135) 1,101 1,670 80 4,274 18,131
The notes on pages 83 to 117 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2023
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FINANCIAL STATEMENTS
Consolidated Statement of
Financial Position
AS AT 31 DECEMBER 2023
Registered number 04948078
Note
31 December
2023
£’000
31 December
2022
£’000
Non-current assets
Goodwill 10 41,162 41,162
Other intangible assets 11 3,522 2,611
Property, plant and equipment 12 2,226 387
Deferred tax assets 14 2,177 1,673
Other receivables 15 166 27
Current assets
Trade and other receivables 15 5,089 5,357
Cash and cash equivalents 16 1,996 7,501
Short-term deposits 17 7,500 8,500
Current tax assets 21 379 165
Total assets 64,217 67,383
Current liabilities
Trade and other payables 18 (8,589 ) (9,652 )
Lease liabilities 19 (952 ) –
Deferred income 20 (8,352 ) (8,885 )
(17,893 ) (18,537 )
Net current (liabilities) / assets (2,929 ) 2,986
Non-current liabilities
Lease liabilities 19 (1,025 ) –
Deferred tax liabilities 14 (231 ) (20 )
(1,256 ) (20 )
Net assets 45,068 48,826
Capital and reserves attributable to owners of the Company
Share capital 22 15,141 15,141
Own shares (4,909 ) (5,863 )
Share premium 1,101 1,101
Other reserves 1,750 1,207
Foreign currency reserve 127 144
Retained earnings 31,858 37,096
Total equity 45,068 48,826
The financial statements on pages 76 to 117 were approved by the Board of Directors on 12 March 2024 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
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Company Statement of Financial Position
AS AT 31 DECEMBER 2023
Registered number 04948078
Note
31 December
2023
£’000
31 December
2022
£’000
Non-current assets
Investments 13 66,081 65,529
Deferred tax assets 14 1,082 375
Other receivables 15 879 1,225
68,042 67,129
Current assets
Trade and other receivables 15 136 136
136 136
Total assets 68,178 67,265
Current liabilities
Trade and other payables 18 (50,047) (35,769)
(50,047) (35,769)
Net current liabilities (49,911) (35,633)
Net assets 18,131 31,496
Capital and reserves attributable to owners of the Company
Share capital 22 15,141 15,141
Own shares (4,135) (4,135)
Share premium 1,101 1,101
Other reserves 1,750 1,207
Retained earnings 4,274 18,182
Total equity 18,131 31,496
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 £4,521,000 (2022: loss of
£4,619,000).
The financial statements on pages 76 to 117 were approved by the Board of Directors on 12 March 2024 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
Annual Report and Financial Statements for the year ended 31 December 2023
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FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
2023
£’000
2022
£’000
Cash flows from operating activities
Cash generated from operations 25 7,303 8,402
Tax paid 7 (1,589 ) (30 )
Interest paid 6 (50 ) –
Net refund of lease deposit 19 116 –
Net cash generated from operating activities 5,780 8,372
Cash flows from investing activities
Purchase of property, plant and equipment 12 (111 ) (284 )
Purchase of intangible assets 11 (1,944 ) (1,073 )
Interest received 6 220 63
Investment in short-term deposits 17 1,000 (8,500 )
Net cash flows used in investing activities (835 ) (9,794 )
Cash flows from financing activities
Finance costs paid 6 (73 ) (71 )
Repayment of obligations under lease 19 (973 ) (1,921 )
Termination of lease 19 – (243 )
Purchase of own shares 22 (322 ) (604 )
Share options exercised 23 (97 ) –
Dividends paid to Company’s shareholders 24 (8,916 ) (1,436 )
Extension fee on revolving credit facility 25 (20 ) –
Net cash flows used in financing activities (10,401 ) (4,275 )
Net decrease in cash and cash equivalents (5,456 ) (5,697 )
Cash and cash equivalents at beginning of the year 7,501 13,065
Effects of foreign currency exchange rate changes (49 ) 133
Cash and cash equivalents at end of the year 16 1,996 7,501
The notes on pages 83 to 117 are an integral part of these consolidated financial statements.
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Company Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
2023
£’000
2022
£’000
Cash flows from operating activities
Cash generated from operating activities 25 9,085 1,507
Cash flows from financing activities
Finance costs paid 6 (73) (71)
Share options exercised 23 (76) –
Dividends paid to Company’s shareholders 24 (8,916) (1,436)
Extension fee on revolving credit facility 25 (20) –
Net cash flows used in financing activities (9,085) (1,507)
Net increase in cash and cash equivalents – –
Cash and cash equivalents at beginning of the year – –
Cash and cash equivalents at end of the year 16 – –
The notes on pages 83 to 117 are an integral part of these consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2023
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Notes to the Financial Statements
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Notes to the Financial Statements
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Five Year Record (Unaudited)
2019* 2020* 2021*
Re-presented
2
2022 2023
Revenue (£m) 39.6 32.4 39.1 38.4 37.3
Operating (loss) / profit (£m) (7.8) (2.3) 1.6 3.5 6.1
Adjusted operating (loss) / profit (£m) (1.2) – 3.2 4.9 7.6
Adjusted operating (loss) / profit margin (3%) – 8% 13% 20%
(Loss) / profit before tax (£m) (8.1) (2.6) 1.4 3.5 6.1
Adjusted (loss) / profit before tax (£m) (1.5) (0.3) 3.0 4.9 7.6
Adjusted diluted EPS (pence) 0.3 0.3 1.9 2.5 4.2
Ordinary dividend per share (pence) 1.5 0.5 1.0 1.1 1.8
Special dividend per share (pence) 2.0 – – 5.0 –
Net operating cash flow (£m) 4.7 2.1 9.5 8.4 5.8
Average permanent headcount (FTE) 317 282 264 237 233
Revenue per head (£’000) 125 115 148 162 160
Revenue from continuing operations by type
2019*
£m
2020*
£m
2021*
£m
Re-presented
2
2022
£m
2023
£m
Premium Content 14.4 13.2 12.9 14.7 15.2
Training and Advisory 7.6 8.5 12.6 14.4 14.8
Marketing Services 4.3 2.9 3.3 – –
Events 6.4 2.5 3.8 4.6 3.9
Marketing Solutions 4.6 4.2 5.0 3.5 2.3
Recruitment Advertising 2.3 1.1 1.5 1.2 1.1
39.6 32.4 39.1 38.4 37.3
Other
2019*
£m
2020*
£m
2021*
£m
Re-presented
2
2022
£m
2023
£m
Goodwill and other intangible assets 61.2 46.1 44.2 43.8 44.7
Other assets and liabilities (9.4) (7.2) (10.2) (11.0) (9.1)
Net assets before net cash 51.8 38.9 34.0 32.8 35.6
Net cash 9.3 8.3 13.1 16.0 9.5
Total equity 61.1 47.2 47.1 48.8 45.1
2
See note 1(a) for description of the prior year re-presentation.
* 2019–2021 have not been re-presented with regards to discontinued operations relating to the closure of the Really B2B and Design Week brands in 2023. 2022 has been
re-presented for discontinued operations in line with the comparatives disclosed in these financial statements.
The production of this report supports the work of the Woodland Trust, the
UK’s leading woodland conservation charity. Each tree planted will grow into a
vital carbon store, helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
FINANCIAL STATEMENTSOTHER INFORMATION
Directors, Advisers and
other Corporate Information
Company registration number
04948078
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
10 York Road
London
SE1 7ND
CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2023