11th Apr 2014 13:25
UBM PLC - Notice of AGMUBM PLC - Notice of AGM
PR Newswire
London, April 11
UBM plc 2013 ANNUAL REPORT & NOTICE OF 2014 ANNUAL GENERAL MEETING UBM plc ("the Company") announces that its Annual General Meeting will be heldat 2.30pm on Tuesday 20 May 2014 at The Goldsmiths' Centre, 42 Britton Street,Clerkenwell, London EC1M 5AD. In connection with this, the following documentshave been posted or otherwise made available to shareholders today: Annual Report & Accounts for the year ended 31 December 2013Notice of 2014 Annual General MeetingForm of Proxy for the 2014 AGM In accordance with Listing Rule 9.6.1, copies of these documents have also beensubmitted to the UK Listing Authority via the National Storage Mechanism andwill be available for viewing shortly at www.hemscott.com/nsm.do The 2013 Annual Report & Accounts and Notice of the 2014 Annual General Meetingwill also shortly be available on the Company's website at www.ubm.com. The appendices to this announcement contain additional information which hasbeen extracted from the Annual Report & Accounts for the year ended 31 December2013 ("the Annual Report") for the purposes of compliance with the Disclosureand Transparency Rules ("DTR") and should be read together with theannouncement of the results for the year ended 31 December 2013, which can bedownloaded from the Company's website www.ubm.com. This announcement should beread in conjunction with, and is not a substitute for, reading the full AnnualReport. Together these constitute the information required by DTR 6.3.5 whichis required to be communicated to the media in full unedited text through aRegulatory Information Service. Anne SiddellCompany Secretary APPENDICES Appendix A: Directors' responsibility statement The directors are responsible for preparing the Annual Report and the financialstatements in accordance with applicable law and regulations. The Companies(Jersey) Law 1991 requires the directors to prepare financial statements foreach financial period in accordance with generally accepted accountingprinciples prescribed for the purposes of the Law for market traded companies.The financial statements of the Company are required by law to give a true andfair view of, or be presented fairly in all material respects so as to show,the state of affairs of the Company at the end of the period covered by theaccounts and of the profit or loss of the Company for that period. In preparingthese financial statements, the directors should: - Select suitable accounting policies and then apply them consistently;- Make judgments and estimates that are reasonable and prudent;- Specify which generally accepted accounting principles have been followed intheir preparation; and- Prepare the financial statements on the going concern basis unless it isinappropriate to presume that the Company will continue in business. The directors are responsible for keeping accounting records which aresufficient to show and explain the Company's transactions and are such as todisclose with reasonable accuracy at any time the financial position of theCompany and enable them to ensure that the financial statements prepared by theCompany comply with the requirements of the Companies (Jersey) Law 1991. Theyare also responsible for safeguarding the assets of the Group and the Companyand hence for taking reasonable steps for the prevention and detection of fraudand other irregularities. The directors are responsible for the maintenance and integrity of thecorporate and financial information included on the Company's website.Legislation in Jersey governing the preparation and dissemination of financialstatements may differ from legislation in other jurisdictions. Appendix B: Principal Risks A description of the principal risks that the Company faces is extracted frompages 24 to 27 of the Annual Report. Sound risk management is essential inorder to run the business efficiently, pursue our strategy successfully andensure the sustainability of UBM. Of the risks identified through our annualrisk review, the following are the key risks from a group perspective: Risk Impact Mitigation Change in potential impact of risk vs prior year Macro- A slowdown in the macro Our strategy is to have No Changeeconomic environment could adversely a diversified offeringlowdown and/ impact revenue, as across differentor exchange advertising, attendee, markets andrate sponsorship and other geographies. Market andfluctuations. discretionary revenue tends credit collection to be cyclical. A downturn trends are closely may also result in slower monitored and regularly debt collections, thereby reported at a affecting cash flow. divisional level. Foreign exchange rate Credit policies are fluctuations could reviewed where adversely affect our necessary. Exchange reported earnings and the rate risk is partially strength of our balance hedged by issuing debt sheet. in currencies to which we have significant exposure. Specific Our business operates in We integrate key owners No Changecountry many geographies, and managers of ourrisk and particularly Emerging joint venture partnersemerging Markets, which may present into our developmentmarket logistical and management programmes. We sendexposure. challenges due to different experienced employees business cultures, into new regions to languages, anti-bribery work with local laws, health and safety management teams, in standards or unfavourable order to show them how changes in applicable law UBM does business. We or compliance requirements. adopt rigorous global Expansion through joint controls and strong ventures reduces logistical financial systems and and management issues but compliance requirements can create governance - new markets are challenges or affect our subject to the same ability to extract rewards standards and policies from our investment. as all other business regions. Compliance and governance risks are managed through legal and operational reviews. UBM adopts global ethical and operational standards which meet or go beyond local requirements. New market entry is subject to close Board monitoring and internal audit review. Inability to A disaster or natural Our contractual terms No Changestage an catastrophe, terrorism, and conditionsevent or political instability or generally protect usinability of disease could affect from the risks of latecustomers to people's willingness to cancellations, and wetravel attend our events, which carry businessto an event. could have an adverse interruption insurance effect on our revenues. to reduce our risk Similarly the business exposure. We foster model relies on the strong relationships availability of venues for with venue operators hosting events. and plan for alternative locations. Sometimes we will postpone and/or move an event if necessary. Our strategy focuses on diversification and, where possible, reducing dependence on particular sectors or countries. Changes in We cannot predict all the Our Scenario Planning Increased.our business changes which may affect process identifies Givenenvironment. the competitiveness of the emerging behavioural increased business, such as changes trends which require pace of in customer behaviour or action. We seek to technological technological innovations differentiate our advancement which would increase proposition from the and competition or make some competition and ensure behavioural products or services less our offering satisfies change relevant. Social media customers' needs and platforms, search engines delivers value. We and other online invest in innovative technologies could all pose digital products a competitive threat to our through internal and businesses. Similarly, external development additional venue capacity and through could introduce competition acquisition, and seek as well as enhance to reduce exposure to opportunities for growth. products which are at risk, such as print advertising. Each division closely monitors trends and provides regular updates to senior management Technological System failure could have a Our IT function No Changerisk: significant impact on our operates under clearlysecurity or business. Uauthorised defined policies,execution. access to our systems by procedures and external parties could lead maintenance programmes. to reputational damage and Disaster Recovery Plans legal action. The collapse are in place for key of the Cloud on which systems and these are various products and subject to regular systems are hosted could testing. Our internal have negative consequences audit and information for our reputation. UBM may security departments need to carry out new regularly review IT projects or deliver new systems and security, services which involve and we conduct periodic significant capital penetration tests of investment. Failure to primary systems. We deliver these efficiently mitigate could lead to increased project-related risks costs, delays or erosion of through robust project UBM's competitive position. management, close monitoring by internal audit and the Board, and by assigning responsibility at executive management level. Reduced Changes in the availability We have conservative No Changeaccess to or cost of financing, the levels of cash, creditcapital and availability of suitable facilities and anability to acquisitions, the ability attractive maturitypursue to obtain regulatory profile. We use a rangeportfolio approval, integration of borrowing facilitiesmanagement issues or the failure to to fund requirements atelement of realise operating benefits short notice and atstrategy or synergies may affect our competitive rates. We acquisition strategy. seek to reduce acquisition risk by applying strict strategic and financial criteria, and have welldocumented acquisition and integration processes. Our acquisition strategy focuses on markets adjacent to areas in which we already operate. Internal audit and the Board monitor the process closely. Appendix C: Related party transactions (extracted from page 130, Note 15,Annual Report) The Company entered into the following transactions with related parties duringthe year: Transactions Nature of Balances Value of Balances Balanceswith related transactions (owed by)/ transactions (owed by)/ (owed by)/parties due to the 2013 due to the due to the Company at £m Company at Company at 31 December 31 December 31 December 2013 2012 2012 £m £m £m UBM Asia Subsidiary(Thailand) Co
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