Table of Contents

As filed with the Securities and Exchange Commission on March 8, 2016

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Or

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 1-13334   Commission file number: 1-13688
RELX PLC   RELX NV
(Exact name of Registrant as specified in its charter)   (Exact name of Registrant as specified in its charter)
England   The Netherlands
(Jurisdiction of incorporation or organisation)   (Jurisdiction of incorporation or organisation)
1-3 Strand, London, WC2N 5JR, England   Radarweg 29, 1043 NX, Amsterdam, The Netherlands
(Address of principal executive offices)   (Address of principal executive offices)
Henry Udow   Jans van der Woude
Company Secretary   Company Secretary
RELX PLC   RELX NV
1-3 Strand, London, WC2N 5JR, England   Radarweg 29, 1043 NX, Amsterdam, The Netherlands
011 44 20 7166 5500   011 31 20 485 2222
henry.udow@relx.com   j.vanderwoude@relx.com
(Name, telephone, e-mail and/or facsimile number and address of
Company Contact Person)
  (Name, telephone, e-mail and/or facsimile number and address of
Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

  

Name of exchange on which
registered

RELX PLC:

  

American Depositary Shares
(each representing one RELX PLC ordinary share)

   New York Stock Exchange

Ordinary shares of 14 51/116p each
(the “RELX PLC ordinary shares”)

   New York Stock Exchange*

RELX NV:

  

American Depositary Shares
(each representing one RELX NV ordinary share)

   New York Stock Exchange

Ordinary shares of €0.07 each
(the “RELX NV ordinary shares”)

   New York Stock Exchange*

 

* Listed, not for trading, but only in connection with the listing of the applicable Registrant’s American Depositary Shares issued in respect thereof.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuers’ classes of capital or common stock as of December 31, 2015:

 

RELX PLC:

   Number of outstanding shares   

Ordinary shares of 14 51/116p each

     1,175,914,837   

RELX NV:

  

Ordinary shares of €0.07 each

     1,048,162,690   

 

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Yes                  þ                  No                 ¨

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes                 ¨                 No                 þ

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Yes                 þ                 No                 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes                 ¨             No                 ¨

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   þ                             Accelerated filer   ¨                             Non-accelerated filer   ¨

Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing.

¨     US GAAP              þ     International Financial Reporting Standards as issued by the International Accounting Standards Board             ¨     Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrants have elected to follow:

Item  17         ¨                      Item 18         ¨

If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Yes                 ¨                   No                 þ

 

 

 


Table of Contents

TABLE OF CONTENTS

 

         Page  

GENERAL

     1   

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     2   

PART I

    

ITEM 1:

  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      N/A   

ITEM 2:

  OFFER STATISTICS AND EXPECTED TIMETABLE      N/A   

ITEM 3:

  KEY INFORMATION      3   
 

Selected Financial Data

     3   
 

Exchange Rates

     6   
 

Risk Factors

     7   

ITEM 4:

  INFORMATION ON THE GROUP      10   
 

Business Overview

     10   
 

Organisational Structure

     11   
 

History and Development

     11   
 

Property, Plant and Equipment

     12   
 

Government Regulation

     12   

ITEM 4A:

  UNRESOLVED STAFF COMMENTS      N/A   

ITEM 5:

  OPERATING AND FINANCIAL REVIEW AND PROSPECTS      14   
 

Operating Results — The Group

     14   
 

Liquidity and Capital Resources — The Group

     25   
 

Contractual Obligations

     26   
 

Off-Balance Sheet Arrangements

     26   
 

Short Term Borrowings

     27   
 

Intellectual Property

     28   
 

Trend Information

     28   

ITEM 6:

  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES      29   
 

Directors

     29   
 

Senior Management

     29   
 

Compensation

     30   
 

Share Ownership

     32   
 

Board Practices

     36   
 

Employees

     38   

ITEM 7:

  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS      39   
 

Major Shareholders

     39   
 

Related Party Transactions

     40   

ITEM 8:

  FINANCIAL INFORMATION      41   

ITEM 9:

  THE OFFER AND LISTING      42   
 

Trading Markets

     42   

ITEM 10:

  ADDITIONAL INFORMATION      44   
 

Articles of Association

     44   
 

Exchange Controls

     49   
 

Taxation

     50   
 

Documents on Display

     53   

ITEM 11:

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      54   

ITEM 12:

  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      56   


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         Page  

PART II

    

ITEM 13:

  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES      N/A   

ITEM 14:

  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS      N/A   

ITEM 15:

  CONTROLS AND PROCEDURES      57   

ITEM 16A:

  AUDIT COMMITTEE FINANCIAL EXPERT      61   

ITEM 16B:

  CODES OF ETHICS      61   

ITEM 16C:

  PRINCIPAL ACCOUNTANT FEES AND SERVICES      61   

ITEM 16D:

  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES      N/A   

ITEM 16E:

  PURCHASES OF EQUITY SECURITIES BY THE ISSUERS AND AFFILIATED PURCHASERS      62   

ITEM 16F:

  CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT      N/A   

ITEM 16G:

  CORPORATE GOVERNANCE      62   

ITEM 16H:

  MINE SAFETY DISCLOSURE      N/A   

PART III

    

ITEM 17:

  FINANCIAL STATEMENTS*      F-1   

ITEM 18:

  FINANCIAL STATEMENTS      F-1   
 

Report of Independent Registered Public Accounting Firm

     F-2   
 

Glossary of terms

     S-1   

ITEM 19:

  EXHIBITS      S-3   

 

* The registrants have responded to Item 18 in lieu of responding to this Item.


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THIS PAGE INTENTIONALLY BLANK

 

 

 

 


Table of Contents

GENERAL

RELX PLC is a holding company. It owns 52.9% of the shares of RELX Group plc.

RELX NV is a holding company. It owns 47.1% of the shares of RELX Group plc.

 

As used in this Annual Report on Form 20-F, the terms “the Group”, “RELX Group”, “RELX”, “we,” “our” or “us” refer collectively, to RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures. Additional terms are defined in the Glossary of Terms on pages S-1 and S-2.

In this annual report, references to US dollars, $ and ¢ are to US currency; references to sterling, £, pence or p are to UK currency; references to euro and € are to the currency of the European Economic and Monetary Union.

Statements regarding our competitive position included herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that the market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

This document contains references to the RELX Group website, either within the document or incorporated by reference. Information not specifically stated as being incorporated by reference from the RELX Group website or any other website referenced is not incorporated into this document and should not be considered part of this document.

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information in this Annual Report on Form 20-F is being incorporated by reference to the Group’s Annual Reports and Financial Statements 2015 appended hereto as Exhibit 15.2. With the exception of the items and pages so specified, the Group’s Annual Reports and Financial Statements 2015 are not deemed to be filed as part of this Form 20-F.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains a number of forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, with respect to:

 

   

financial condition;

 

   

results of operations;

 

   

competitive positions;

 

   

the features and functions of and markets for the products and services we offer; and

 

   

our business plans and strategies.

We consider any statements that are not historical facts to be “forward-looking statements”. These statements are based on the current expectations of the management of our businesses and are subject to risks and uncertainties that could cause actual results or outcomes to differ from those expressed in any forward-looking statement. These differences could be material; therefore, you should evaluate forward-looking statements in light of various important factors, including those set forth or incorporated by reference in this document.

Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward looking statements include, among others:

 

   

general economic, political and business conditions;

 

   

changes in law and legal interpretation affecting our intellectual property rights and internet communications;

 

   

the availability of third-party content and data;

 

   

changes in the market or in the levels of government funding or spending by academic institutions;

 

   

demand for our products and services;

 

   

competitive factors in the industries in which we operate;

 

   

uncertainties as to whether our strategies, business plans and acquisitions will produce the expected returns;

 

   

breaches of our data security systems or other unauthorised access to our databases, significant failure or interruption of our systems or changes in legislation;

 

   

failure of third parties to whom we have outsourced business activities;

 

   

our ability to maintain high quality management;

 

   

changes in the market values of defined benefit pension scheme assets and in the market related assumptions used to value scheme liabilities;

 

   

legislative, fiscal, tax and regulatory developments and political risks;

 

   

exchange rate fluctuations;

 

   

downgrades to the credit ratings of our debt;

 

   

breaches of generally accepted ethical business standards or applicable laws;

 

   

our ability to manage our environmental impact;

 

   

failure to comply with FTC Settlement Orders;

 

   

changes in regulation of information collection;

 

   

failure to realise our assumptions regarding goodwill and indefinite lived intangible assets; and

 

   

other risks referenced from time to time in the filings of RELX PLC and RELX NV with the Securities and Exchange Commission (the “SEC”), including the risks described in Item 3 under the heading “Risk Factors” in this report.

The terms “estimate”, “project”, “plan”, “intend”, “expect”, “should be”, “will be”, “believe”, “trends” and similar expressions identify forward-looking statements. These forward-looking statements are found at various places throughout this annual report and the other documents incorporated by reference in this annual report.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. Except as may be required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events.

 

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PART I

ITEM 3: KEY INFORMATION

SELECTED FINANCIAL DATA

THE GROUP

The selected consolidated financial data for the Group should be read in conjunction with, and is qualified by, the consolidated financial statements for RELX Group which are set forth on pages 94 to 140 of the Group’s Annual Reports and Financial Statements 2015, and incorporated herein by reference to Exhibit 15.2.

RELX PLC and RELX NV are separate, publicly-held entities. RELX PLC and RELX NV jointly own RELX Group plc, which, with effect from February 2015, holds all of the Group’s operating businesses and financing activities. The Directors have concluded that the Group forms a single reporting entity for the presentation of consolidated financial statements and, accordingly, the Group’s consolidated financial information represents the interests of both sets of shareholders and is presented by both RELX PLC and RELX NV as their respective consolidated financial statements.

The consolidated financial statements are prepared in accordance with accounting policies that are in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”). The selected financial data for the Group (in £) as at December 31, 2015, and 2014 and for the years ended December 31, 2015, 2014 and 2013 set out below has been extracted or derived from the audited consolidated financial statements, set forth on pages 94 to 140 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2. The selected financial data for the Group as at December 31, 2013, 2012 and 2011 and for the years ended December 31, 2012 and 2011 set out below has been extracted or derived from our audited financial statements, which are not included herein, and restated for the adoption of International Accounting Standard (“IAS”) 19 Employee Benefits (revised), which was adopted in the year ended December 31, 2013.

Consolidated Income Statement Data (1)

 

    

For the year ended December 31,

    

  2015  

  

  2014  

  

  2013  

  

  2012  
Restated

  

  2011  
Restated

     (in millions)

Amounts in accordance with IFRS:

              

Revenue

   £5,971    £5,773    £6,035    £6,116    £6,002

Operating profit (2)

   1,497    1,402    1,376    1,333    1,171

Net finance costs

   (174)    (162)    (196)    (227)    (244)

Disposals and other non operating items (3)

   (11)    (11)    16    45    (22)

Profit before tax

   1,312    1,229    1,196    1,151    905

Tax expense (4)

   (298)    (269)    (81)    (102)    (167)

Net profit for the year

   1,014    960    1,115    1,049    738

Net profit for the year attributable to non-controlling interests

   (6)    (5)    (5)    (5)    (7)

Net profit attributable to parent companies’ shareholders

   1,008    955    1,110    1,044    731

Consolidated Statement of Financial Position Data (1)

 

    

As at December 31,

    

2015

  

2014

  

2013

  

2012

  

2011

     (in millions)

Amounts in accordance with IFRS:

              

Total assets

   £11,185    £11,087    £10,495    £11,014    £11,503

Long term borrowings

   (3,278)    (3,149)    (2,633)    (3,162)    (3,300)

Net assets

   2,178    2,137    2,423    2,314    2,197

Non-controlling interests

   (34)    (31)    (33)    (34)    (25)

Shareholders’ equity

   2,144    2,106    2,390    2,280    2,172

 

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(1) The consolidated financial data is prepared in accordance with accounting policies that are in conformity with IFRS as issued by the IASB and as adopted by the EU. With the exception of earnings per share (EPS) as set out below, the income statement figures for 2012 and 2011 and statement of financial position figures for 2013, 2012 and 2011 have been extracted or derived from the combined financial data for the years ended December 31, 2013, 2012 and 2011, not included herein, and the years ended December 31, 2012 and 2011 have been restated for the adoption of IAS19 Employee Benefits (revised), which was adopted by the Group in the year ended December 31, 2013. The consolidated financial data for the years ended December 31, 2013, 2012 and December 31, 2011 are the same in all respects as the combined financial data previously reported, except for changes to the calculation of earnings per share set out below.

 

(2) Operating profit is stated after charging £296 million in respect of amortisation of acquired intangible assets (2014: £286 million; 2013: £318 million; 2012: £329 million; 2011: £359 million); £35 million in respect of acquisition related costs (2014: £30 million; 2013: £43 million; 2012: £21 million; 2011: £52 million;); nil in respect of the share of joint ventures’ profit on disposals (2014: nil; 2013: nil; 2012: nil; 2011: £1 million) and a £6 million credit in respect of taxation in joint ventures (2014: £21 million expense; 2013: £12 million expense; 2012: £5 million expense; 2011: £11 million expense).

 

(3) Disposals and other non operating items comprise an £8 million loss on disposal of businesses and assets held for sale (2014: £19 million loss; 2013: £11 million gain; 2012: £86 million gain; 2011: £12 million loss), a charge of £11 million in respect of property provisions on disposed businesses (2014: nil; 2013: nil; 2012: £60 million; 2011: £16 million), and an £8 million gain relating to the revaluation of held for trading investments (2014: £8 million; 2013: £5 million; 2012: £19 million; 2011: £6 million).

 

(4) Tax expense in 2015 includes a deferred tax credit of nil (2014: nil; 2013: £221 million; 2012: nil; 2011: nil) arising on the alignment of certain business assets with their global management structure and an exceptional prior year tax credit of nil (2014: nil; 2013: nil; 2012: £96 million; 2011: nil) relating to the resolution of a number of significant tax matters.

Earnings per share and dividends

 

     For the year ended December 31,  
     2015      2014      2013      2012
Restated
     2011
Restated
 
     (in millions, except per share amounts)  

Amounts in accordance with IFRS (1) :

              

RELX PLC

              

Earnings per RELX PLC ordinary share

     46.4p         43.0p         49.0p         45.0p         31.2p   

Diluted earnings per RELX PLC ordinary share

     46.0p         42.5p         48.3p         44.1p         30.8p   

Dividends per RELX PLC ordinary share (2)

     26.4p         24.95p         23.65p         21.9p         20.65p   

Weighted average number of shares (4)

     1,116.2         1,140.2         1,172.2         1,200.6         1,202.0   

RELX NV (4)

              

Earnings per RELX NV share

     49.4p         45.8p         51.6p         47.4p         33.5p   

Diluted earnings per RELX NV share

     48.9p         45.3p         51.0p         46.5p         33.1p   

Dividends per RELX NV ordinary share (2)

     €0.400         €0.383         €0.329         €0.304         €0.283   

Weighted average number of shares (3)

     992.4         1,014.2         1,038.5         1,062.7         1,065.3   

 

(1) The shares of RELX PLC and RELX NV are regarded as two separate classes of share which together form the issued consolidated share capital of the Group. In calculating earnings per share of the Group, the earnings for each class of share are calculated on the basis that earnings are fully distributed. The Group’s usual practice is for only a portion of earnings to be distributed by way of dividends. Until the end of 2015, dividends paid to RELX PLC and RELX NV shareholders were, other than in special circumstances, equalised at the gross level inclusive of the prevailing UK tax credit available to certain RELX PLC shareholders. The allocation of earnings between the two classes of shares reflects this differential in dividend payments declared, with the balance of earnings assumed to be distributed as a capital distribution, in equal amounts per share. The UK government has announced that dividend tax credits will be abolished with effect from April 6, 2016, impacting dividends paid after this date. As a result of the abolition of this credit from 2016, reported earnings per share will be equal for each RELX PLC and RELX NV share. For further information on the calculation of EPS, please see note 11 to the consolidated financial statements set forth on page 115 and 116 of the Group’s Annual Reports and Financial Statements 2015 incorporated herein by reference to Exhibit 15.2.

 

(2) RELX PLC dividends paid in the year, in amounts per ordinary share, comprise a 2014 final dividend of 19.0p and 2015 interim dividend of 7.4p giving a total of 26.4p. The directors of RELX PLC have proposed a 2015 final dividend of 22.3p (2014: 19.0p; 2013: 17.95p; 2012: 17.0p; 2011: 15.9p), giving a total ordinary dividend in respect of the financial year of 29.7p (2014: 26.0p; 2013: 24.6p; 2012: 23.0p; 2011: 21.55p). Translated at the noon buying rate of $1.47 per £1.00, dividends paid in the year amount to $0.388 per RELX PLC share.

 

   RELX NV dividends paid in the year, in amounts per ordinary share, comprise a 2014 final dividend of €0.285 and 2015 interim dividend of €0.115 giving a total of €0.400. The directors of RELX NV have proposed a 2015 final dividend of €0.288 ((2014: €0.285; 2013: €0.243; 2012: €0.219; 2011: €0.197), giving a total ordinary dividend in respect of the financial year of €0.403 (2014: €0.383; 2013: €0.329; 2012: €0.304; 2011: €0.283). Translated at the noon buying rate of $1.09 per €1.00, dividends paid in the year amount to $0.436 per RELX NV share.

 

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   Dividends per RELX PLC ordinary share in respect of the financial year ended December 31, 2015 translated into dollars at the noon buying rate on December 31, 2015 were $0.437. See “— Exchange Rates” on page 6. Dividends per RELX NV ordinary share in respect of the financial year ended December 31, 2015 translated into dollars at the noon buying rate on December 31, 2015 were $0.439. See “— Exchange Rates” on page 6.

 

(3) Weighted average number of shares excludes shares held in treasury and shares held by the Employee Benefit Trust.

 

(4) RELX NV comparative amounts have been adjusted retrospectively for the bonus share issue declared on June 30, 2015.

 

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EXCHANGE RATES

For a discussion of the impact of currency fluctuations on the Group’s consolidated results of operations and consolidated financial position, see “Item 5: Operating and Financial Review and Prospects”.

The following tables illustrate, for the periods and dates indicated, certain information concerning the Noon Buying Rate for pounds sterling expressed in US dollars per £1.00 and for the euro expressed in US dollars per €1.00. The exchange rate on February 26, 2016 was £1.00 = $1.39 and €1.00 = $1.09.

US dollars per £1.00 — Noon Buying Rates

 

     Period  

Year ended December 31,

   End      Average (1)      High      Low  

2015

     1.47         1.53         1.59         1.46   

2014

     1.56         1.65         1.72         1.55   

2013

     1.66         1.56         1.66         1.48   

2012

     1.62         1.59         1.63         1.53   

2011

     1.55         1.60         1.67         1.54   

Month

     High      Low  

February 2016

  

     1.46         1.39   

January 2016

  

     1.47         1.42   

December 2015

  

     1.52         1.47   

November 2015

  

     1.54         1.50   

October 2015

  

     1.55         1.52   

September 2015

  

     1.56         1.51   

US dollars per €1.00 — Noon Buying Rates

 

     Period  

Year ended December 31,

   End      Average (1)      High      Low  

2015

     1.09         1.11         1.21         1.05   

2014

     1.21         1.33         1.39         1.21   

2013

     1.38         1.32         1.38         1.28   

2012

     1.32         1.29         1.35         1.21   

2011

     1.29         1.39         1.49         1.29   

Month

     High      Low  

February 2016

  

     1.14         1.09   

January 2016

  

     1.10         1.07   

December 2015

  

     1.10         1.06   

November 2015

  

     1.09         1.06   

October 2015

  

     1.14         1.10   

September 2015

  

     1.14         1.11   

 

(1) The average of the Noon Buying Rates on each business day during the relevant period.

Noon Buying Rates have not been used in the preparation of the consolidated financial statements but have been used for certain convenience translations where indicated.

 

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RISK FACTORS

The principal risks facing our business are included below. Additional risks not presently known to us or that we currently deem immaterial may also impair our business.

Current and future economic, political and market forces, and dislocations beyond our control may adversely affect demand for our products and services.

Demand for our products and services may be impacted by factors beyond our control, such as the economic environment in the United States, Europe and other major economies, political developments, acts of terrorism, civil unrest or public health concerns. Any one or more of these factors may contribute to reduced activity by our customers, result in a reduction of demand for our products and services and adversely affect suppliers and third parties to whom we have outsourced business activities.

Our intellectual property rights may not be adequately protected under current laws in some jurisdictions, which may adversely affect our results and our ability to grow.

Our products and services include and utilise intellectual property. We rely on trademark, copyright, patent and other intellectual property laws to establish and protect our proprietary rights in this intellectual property. There is a risk that our proprietary rights could be challenged, limited, invalidated or circumvented which may impact demand for and pricing of our products and service. Copyright laws are subject to new legislative initiatives and increased judicial scrutiny in several jurisdictions in which we operate. The resulting uncertainty creates additional challenges for us in protecting our proprietary rights in content delivered through the internet and electronic platforms. Moreover, whilst non-copyrightable databases are protected in many circumstances by law in the European Union, there is no equivalent legal protection in other jurisdictions, including, the United States.

Changes in provision of third-party information to us could adversely affect our businesses.

A number of our businesses rely extensively upon content and data from external sources. Data is obtained from public records, governmental authorities, customers and other information companies, including competitors. The disruption or loss of data sources, either because of changes in the law or because data suppliers decide not to supply them could adversely affect our products and services.

Our scientific, technical and medical primary research products could be adversely affected by changes in the market, or by changes in levels of government funding or spending by academic institutions.

Our scientific, technical and medical (STM) primary research content, like that of most of our competitors, is sold largely on a paid subscription basis. There is continued debate in government, academic and library communities, which are the principal customers for our STM content, regarding to what extent such content should be funded instead through fees charged to authors or authors’ funders and/or made freely available in some form after a period following publication. Some of these methods, if widely adopted, could adversely affect our revenue from paid subscriptions. Furthermore, the principal customers for the information products and services offered by our STM publishing businesses are academic institutions, which fund purchases of these products and services from limited budgets that may be sensitive to changes in private and governmental sources of funding. Accordingly, any decreases in budgets of academic institutions or changes in the spending patterns of academic institutions could negatively impact our business and revenues.

We cannot assure you that there will be continued demand for our products and services, or that our substantial investment in electronic product and platform initiatives will produce satisfactory, long term returns.

Our businesses are dependent on the continued acceptance by our customers of our products and services and the value placed on them. Failure to meet evolving customer needs could impact demand for our products and consequently adversely affect our revenue.

We operate in a highly competitive environment that is subject to rapid change.

Our businesses operate in highly competitive markets, which continue to change in response to technological innovations, legislative and regulatory changes, the entrance of new competitors, and other factors. In particular, the means of delivering our products and services, and the products and services themselves, may be subject to rapid technological, legislative and other changes, and we cannot predict whether such changes or other factors will make some of our products wholly or partially obsolete or less profitable. Failure to anticipate market trends could impact the competitiveness of our products and services and consequently adversely affect our revenue and profit.

 

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We may not realise all of the future anticipated benefits of acquisitions.

We regularly make small acquisitions to strengthen our portfolio. If we are unable to generate the anticipated benefits such as revenue growth and/or cost savings associated with these acquisitions this could adversely affect return on invested capital and financial condition.

Breaches of our data security systems, other unauthorized access to our databases, changes in legislation or a significant failure or interruption of our electronic delivery platforms, networks or distribution systems could adversely affect our businesses and operations.

Our businesses maintain online databases and information, including public records and other personal information and depend on the availability of electronic platforms and networks, primarily the internet, for delivery of our products and services. If we experience attacks on, breaches of or significant failure or disruption in the operation of our platforms and systems, it could adversely impact our business. Additionally, we are subject to numerous and evolving laws and regulations designed to protect certain information. Our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including denial-of-service attacks, viruses, malicious software, phishing attacks, security breaches or other attacks and disruptions that may jeopardize the security of the information we maintain or may disrupt our systems. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of stored information or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against, these attacks. Any such breaches of our data security systems, disruption involving our platforms or networks, electronic communications or other services used by us or third parties with whom we conduct business or failure to comply with applicable legislation or regulatory or contractual requirements could adversely affect our financial performance, damage our reputation and expose us to risk of loss, litigation and increased regulation.

Our businesses may be adversely affected by the failure of third parties to whom we have outsourced business activities.

Our organisational and operational structures are dependent on outsourced and offshored functions. Poor performance or failure of third parties to whom we have outsourced activities could adversely affect our business performance, reputation and financial condition.

We may be unable to implement and execute our strategic and business plans if we cannot maintain high-quality management.

The implementation and execution of our strategies and business plans depend on our ability to recruit, motivate and retain skilled employees and management. We compete globally and across business sectors for talented management and skilled individuals, particularly those with technology and data analytics capabilities. Any failure to recruit, motivate or retain such people could adversely affect our business performance.

Changes in the market values of defined benefit pension scheme assets and in the assumptions used to value defined benefit pension scheme obligations may adversely affect our businesses.

We operate a number of pension schemes around the world, including local versions of the defined benefit type in the UK and the United States. The assets and obligations associated with those pension schemes are sensitive to changes in the market values of assets and the market-related assumptions used to value scheme liabilities. Adverse changes to asset values, discount rates, inflation or other factors could increase future pension costs and funding requirements.

Changes in tax laws or uncertainty over their application and interpretation may adversely affect our reported results.

Our businesses operate globally and our earnings are subject to taxation in many differing jurisdictions and at differing rates. In October 2015, the Organisation for Economic Co-operation and Development (the “OECD”) issued its reports on Base Erosion and Profit Shifting, which suggest a range of new approaches that national governments might adopt when taxing the activities of multinational enterprises. As a result of the OECD project and other international initiatives, tax laws that currently apply to our businesses may be amended by the relevant authorities or interpreted differently by them, and these changes could adversely affect our results.

Fluctuations in exchange rates may affect our results.

The RELX Group consolidated financial statements are expressed in pounds sterling and are subject to movements in exchange rates on the translation of the financial information of businesses whose operational currencies are other than sterling. The United States is our most important market and, accordingly, significant fluctuations in the US dollar exchange

 

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rate could significantly affect our reported results. We also generate revenues in a range of other currencies, including the euro and the Japanese yen, which could be affected by fluctuations in their respective exchange rates versus the pound sterling. The relative movements between the exchange rates in the currencies in which we incur costs and the currencies in which we generate revenues can significantly affect our results of operations.

Market conditions and credit ratings may affect the availability and cost of funding.

Macroeconomic, political and market conditions may adversely affect the availability and terms of short and long-term funding, volatility of interest rates, currency exchange rates and inflation. In addition, our outstanding debt instruments are, and any of our future debt instruments may be, publicly rated by independent rating agencies. Our borrowing costs and access to capital may be adversely affected if the credit ratings assigned to our debt are downgraded.

Breaches of generally accepted ethical business standards or applicable statutes concerning bribery could adversely affect our reputation and financial condition.

As a leading provider of professional information solutions to the STM, risk & business analytics, legal, and exhibitions markets we, our employees and major suppliers seek to adhere to high standards of independence and ethical conduct, including those related to anti-bribery and principled business conduct. A breach of generally accepted ethical business standards or applicable statutes concerning bribery could adversely affect our business performance, reputation and financial condition.

Failure to manage our environmental impact could adversely affect our businesses and reputation.

Our businesses have an impact on the environment, principally through the use of energy and water, waste generation and, in our supply chain, through paper use and print and production technologies. Failure to manage our environmental impact could adversely affect our reputation.

Our business, operations and reputation could be adversely affected by a failure to comply with FTC Settlement Orders.

Through our Risk & Business Analytics business in the United States, we are party to two consent orders and two subsequent related supplemental orders (the “FTC Settlement Orders”) embodying settlements with the US Federal Trade Commission (“FTC”) that resolved FTC investigations into our compliance with federal laws governing consumer information security and related issues, including certain fraudulent data access incidents. We also entered into an Assurance of Voluntary Compliance and Discontinuance (the “AVC”) with the Attorneys General of 43 states and the District of Columbia in connection with one such FTC investigation. The FTC Settlement Orders and the AVC require us to institute and maintain information security, verification, credentialing, audit and compliance, and reporting and record retention programmes and to obtain an assessment from a qualified, independent third party every two years for twenty years (with the FTC having the right to extend such twenty-year period by up to two additional biennial assessment periods) to ensure that our performance under these information security programmes complies with the FTC Settlement Orders. Failure to comply with the FTC Settlement Orders and the AVC could result in civil penalties and adversely affect our business, operations and reputation.

Changes in regulation of information collection and use could adversely affect our business.

Legal regulation relating to internet communications, privacy and data protection, e-commerce, direct marketing, credit scoring and digital advertising, information governance and use of public records is becoming more prevalent worldwide. Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts and regulators may impose limits on our collection and use of certain kinds of information about individuals and our ability to communicate such information effectively with our customers, and we are unable to predict the extent to which any such laws or interpretation changes might adversely affect our business.

Our impairment analysis of goodwill and indefinite lived intangible assets incorporates various assumptions which are highly judgmental. If these assumptions are not realised, we may be required to recognise a charge in the future for impairment.

As at December 31, 2015, goodwill on the consolidated statement of financial position amounted to £5,231 million and intangible assets with an indefinite life amounted to £103 million. We conduct an impairment test at least annually, which involves a comparison of the carrying value of goodwill and indefinite lived intangible assets by cash generating unit with estimated values in use based on latest management cash flow projections. The assumptions used in the estimation of value in use are, by their very nature, highly judgmental, and include profit growth of the business over a five year forecast period, the long term growth rate of the business thereafter, and related discount rates. There is no guarantee that our businesses will be able to achieve the forecasted results which have been included in the impairment tests and impairment charges may be required in future periods if we are unable to meet these assumptions.

 

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ITEM 4: INFORMATION ON THE GROUP

BUSINESS OVERVIEW

RELX PLC is a holding company. It owns 52.9% of the shares of RELX Group plc.

RELX NV is a holding company. It owns 47.1% of the shares of RELX Group plc.

RELX Group is a global provider of information and analytics for professional and business customers across industries.

Our goal is to help customers make better decisions, get better results and be more productive. We do this by leveraging a deep understanding of our customers to create innovative solutions which combine content and data with analytics and technology in global platforms.

The Group has customers in more than 180 countries and has offices in about 40 countries. The Group employs approximately 30,000 staff.

We operate in four major market segments: Scientific, Technical & Medical; Risk & Business Analytics; Legal; and Exhibitions.

 

   

Scientific, Technical & Medical helps customers advance science and improve healthcare by providing information and analytical solutions that enable them to make critical decisions, enhance productivity, and improve outcomes.

 

   

Risk & Business Analytics provides solutions and decision tools that combine public and industry-specific content with advanced technology and analytics. These solutions assist business and government customers in evaluating and predicting risk, making more informed decisions, reducing fraud and enhancing operational efficiency.

 

   

Legal is a leading provider of information and analytics to professionals in legal, corporate, government and non-profit organisations.

 

   

Exhibitions organises more than 500 exhibitions a year, attracting more than 7 million attendees. The events, and information tools provided, help exhibitors generate billions of dollars of revenues while boosting the local economies where the events are hosted.

 

     Revenue
Year ended December 31,
 
     2015     2014     2013  
     (in millions, except percentages)  

Scientific, Technical & Medical

   £ 2,070         35   £ 2,048         36   £ 2,126         35

Risk & Business Analytics

     1,601         27        1,439         25        1,480         25   

Legal

     1,443         24        1,396         24        1,567         26   

Exhibitions

     857         14        890         15        862         14   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   £ 5,971         100   £ 5,773         100   £ 6,035         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

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SCIENTIFIC, TECHNICAL & MEDICAL

The information set forth under the heading ‘Scientific, Technical & Medical’ on pages 14 to 16 of the Group’s Annual Reports and Financial Statements 2015 is incorporated herein by reference to Exhibit 15.2.

RISK & BUSINESS ANALYTICS (previously ‘Risk & Business Information’)

The information set forth under the heading ‘Risk & Business Analytics on pages 20 to 23, excluding the information set out under the heading ‘2015 Financial performance’ of the Group’s Annual Reports and Financial Statements 2015 is incorporated herein by reference to Exhibit 15.2.

LEGAL

The information set forth under the heading ‘Legal’ on pages 28 to 30 of the Group’s Annual Reports and Financial Statements 2015 is incorporated herein by reference to Exhibit 15.2.

EXHIBITIONS

The information set forth under the heading ‘Exhibitions’ on pages 34 to 36 of the Group’s Annual Reports and Financial Statements 2015 is incorporated herein by reference to Exhibit 15.2.

ORGANISATIONAL STRUCTURE

RELX PLC is a publicly-traded holding company with its shares listed on the London and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent a 52.9% ownership interest in RELX Group plc.

RELX NV is a publicly-traded holding company with its shares listed on the Euronext Amsterdam and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent a 47.1% ownership interest in RELX Group plc.

RELX Group plc holds all the operating businesses, subsidiaries and financing activities of RELX, a global provider of information and analytics for professional and business customers across industries.

Trading on the New York Stock Exchange is in the form of American Depositary Shares (ADSs) evidenced by American Depositary Receipts (ADRs) issued by Citibank N.A., as depositary.

A further description of our corporate structure as of December 31, 2015 is contained in note 1 to our consolidated financial statements as set forth on page 99 and under the heading ‘Corporate structure’ on page 68 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2, including the parent companies’ equal voting interests in RELX Group plc.

Significant Subsidiaries, Associates, Joint Ventures and Business Units

A list of significant subsidiaries, associates, joint ventures and business units is included under Item 19: Exhibits on pages S-3 and S-4.

HISTORY AND DEVELOPMENT

Introduction

RELX NV was originally incorporated in 1880 and RELX PLC in 1903. In 1993, they combined their respective businesses by contributing them to two jointly owned companies. Effective February 25, 2015, this structure was simplified so that all of the businesses are now owned by one jointly owned company, RELX Group plc.

Developments in the year are contained on page 68 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2, under the following headings:

 

   

Corporate structure;

 

   

Simplification and name changes in 2015; and

 

   

Equalisation arrangements.

Material acquisitions and disposals

Total cash spent on acquisitions in the three years ended December 31, 2015, was £875 million. Cash spent on acquisitions was £207 million (2014: £437 million; 2013: £231 million) including deferred consideration of £25 million

 

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(2014: £34 million; 2013 £21 million) on past acquisitions and spend on venture capital investments of £16 million (2014: £6 million; 2013: £10 million). Acquisition payments in respect of non-controlling interests were nil (2014: £15 million; 2013: nil).

The net cash received in 2015 on the disposal of non-strategic assets, after timing differences and separation and transaction costs, was £34 million (2014: £53 million; 2013: £195 million).

Capital expenditure

Capital expenditure on property, plant, equipment and internally developed intangible assets principally relates to the development of electronic products and investment in systems infrastructure, computer equipment and office facilities. Total such capital expenditure, which was financed using cash flows generated from operations, amounted to £307 million in 2015 (2014: £270 million; 2013: £308 million). In 2015, there was continued investment in new products and related infrastructure, particularly in the Legal and the Scientific, Technical & Medical businesses. Further information on capital expenditure is set out in notes 2, 16 and 18 to the consolidated financial statements which are set forth on pages 102, 122 and 124 respectively of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Principal executive offices

The principal executive offices of RELX PLC are located at 1-3 Strand, London WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive offices of RELX NV are located at Radarweg 29, 1043 NX Amsterdam, the Netherlands. Tel: +31 20 485 2222. The principal executive offices of RELX Group plc are located at 1-3 Strand, London, WC2N 5JR, England. Tel: +44 20 7166 5500. The principal executive office located in the United States is at 230 Park Avenue, New York, New York, 10169. Tel: +1 212 309 8100. Our internet address is www.relx.com. The information on our website is not incorporated by reference into this report.

Our agent in the United States is Kenneth Thompson II, General Counsel Intellectual Property, Privacy and Governance, RELX Group; kenneth.thompson@relx.com, 9443 Springboro Pike, B4/F5/S14, Miamisburg, Ohio, 45342.

PROPERTY, PLANT AND EQUIPMENT

We own or lease approximately 301 properties around the world. The table below identifies the principal owned and leased properties which we use in our business.

 

Location

  

Principal use(s)

   Floor space
(square feet)
 

Owned properties

     

Alpharetta, Georgia

   Office and data centre      406,000   

Miamisburg, Ohio

   Office      403,638   

Linn, Missouri

   Warehouse      246,260   

Leased properties

     

New York, New York

   Office      451,800   

Amsterdam, Netherlands

   Office      215,455   

Miamisburg, Ohio

   Office and data centre      213,802   

Sutton, England

   Office      191,960   

 

All of the above properties are substantially occupied by our businesses with the exception of the New York, New York property, where we occupy less than half of the floor space.

No property owned or leased by us which is considered material to us taken as a whole is presently subject to liabilities relating to environmental regulations and none has major encumbrances.

GOVERNMENT REGULATION

Certain of our businesses provide authorised customers with products and services such as access to public records and other information on individuals. Our businesses that provide such products and services are subject to applicable privacy and consumer information laws and regulations, including US federal and state and EU and member state regulation. Our compliance obligations vary from regulator to regulator, and may include, among other things, strict data security programs, submissions of regulatory reports, providing consumers with certain notices and correcting inaccuracies in applicable reports. We are also subject to the terms of consent decrees and other settlements with certain regulators in the US. See “Item 8: Financial Information — Legal Proceedings” on page 41.

 

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Section 219 of the Iran Threat Reduction and Syrian Human Rights Act of 2012 (the “ITRA”), which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires disclosures regarding certain activities relating to Iran or with persons designated pursuant to various U.S. Presidential Executive Orders. These disclosures are required even where the activities, transactions or dealings were conducted in compliance with applicable law. The ownership or control of our customers in Iran is often difficult to determine with certainty.

During 2015,

 

   

our Scientific, Technical & Medical business sold subscriptions to online products and print publications to the Institute for Studies in Theoretical Physics and Mathematics, the Iran Ministry of Health, the Iranian Society of Ophthalmology, the Iran Ministry of Science Research and Technology, Islamic Azad University, Sharif University of Technology, the University of Sistan and Baluchestan, and the University of Tehran; and hosted pre-existing informational content from Masih Daneshvari Hospital on an online platform;

 

   

our Risk & Business Analytics business sold online subscription services to National Petrochemical Company, Abadan Petrochemical Company, Bandar Imam Petrochemical Company, Esfahan Petrochemical Company, Ghaed Bassir Petrochemical Company, Jam Petrochemical Company, Kharg Petrochemical Company, Khorosan Petrochemical Company, Kimyagran Emrooz Chemical Industries, Polynar Corporation, Saman Bank Brokerage Company, Sepahan Oil Company, Shazand Petrochemical Company and Tabriz Petrochemical Company;

 

   

our Exhibitions business provided exhibition space to IRIB Media Trade, AITO Iran, Mahan Air and the Cultural Centre of the Embassy of the Islamic Republic of Iran; and

 

   

our Legal business sold print publications to Bank Melli PLC.

Numerous Iranian nationals attended conferences organised by our exhibitions business. Individuals located in Iran also subscribed to or purchased certain of our scientific, medical and technical publications. Many of these individuals are researchers, doctors or other professionals who have obtained subscriptions or purchased publications in their individual capacity, but who may be employed by government agencies in Iran or by hospitals, universities or other entities owned or controlled by the government of Iran. In addition, we work with authors, other contributors and journal editorial board members who are located in Iran, many of whom are employed at hospitals, universities or research institutions that are owned or controlled by the government of Iran. We also sometimes receive payments from authors located in Iran who pay us to make their articles publicly available. From time to time, we may employ or engage individuals in Iran to assist with transactions in Iran.

During 2015, our aggregate revenue from the foregoing activities was approximately £7.4 million. We do not normally allocate net profit on a subscription-by-subscription, individual customer or country-by-country basis. However, we estimate that our net profit from these activities, after internal cost allocations, amounted to 0.12% of our net profit reported in our income statement for the year ended December 31, 2015.

We believe these transactions and dealings were lawful under applicable laws and regulations and anticipate that similar transactions or dealings may occur in the future.

 

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ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OPERATING RESULTS — THE GROUP

The following discussion is based on the consolidated financial statements of the Group for the three years ended December 31, 2015, 2014 and 2013 which have been prepared in accordance with IFRS as issued by the IASB and as adopted by the EU.

The following discussion should be read in conjunction with, and is qualified by reference to, the consolidated financial statements set forth on pages 94 to 140 of the Group’s Annual Reports and Financial Statements and incorporated herein by reference to Exhibit 15.2.

These Annual Reports on Form 20-F and the Group’s Annual Reports and Financial Statements 2015 contain certain measures that are not defined by IFRS, which we refer to as non-GAAP financial measures. We believe this supplemental information, along with comparable IFRS measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to raise debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable IFRS financial measures, in evaluating our operating performance and to allocate resources to the business segments. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Non-GAAP financial measures we report may not be comparable with similarly titled measures reported by other companies.

The following tables analyse the Group’s revenue in each of the three years ended December 31, 2015, 2014 and 2013 by type, format and geographic market. We derive our revenue principally from subscriptions, transactional and advertising sales. Transactional sales includes revenue from exhibitions. For additional information, see note 2 to the consolidated financial statements set forth on pages 101 to 102 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Revenue by type

Year ended December 31,

 

       2015     2014     2013  
     (in millions, except percentages)  

Subscriptions

   £ 3,123         52   £ 2,966         51   £ 3,112         52

Transactional

     2,736         46        2,672         47        2,683         44   

Advertising

     112         2        135         2        240         4   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   £ 5,971         100   £ 5,773         100   £ 6,035         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Revenue by format

Year ended December 31,

 

     2015     2014     2013  
     (in millions, except percentages)  

Electronic

   £ 4,179         70   £ 3,839         66   £ 3,971         66

Face to face

     886         15        922         16        896         15   

Print

     906         15        1,012         18        1,168         19   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   £ 5,971         100   £ 5,773         100   £ 6,035         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Revenue by geographic market

Year ended December 31,

 

     2015     2014     2013  
     (in millions, except percentages)  

North America

   £ 3,215         54   £ 2,878         50   £ 3,082         51

United Kingdom

     461         8        455         8        443         7   

The Netherlands

     117         2        153         3        166         3   

Rest of Europe

     958         16        1,053         18        1,074         18   

Rest of world

     1,220         20        1,234         21        1,270         21   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   £ 5,971         100   £ 5,773         100   £ 6,035         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

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The cost profile of individual businesses within the Group varies widely and costs are controlled on an individual business unit basis. Our most significant cost item is staff costs of £1,751 million (2014: £1,709 million; 2013: £1,775 million).

The following tables show revenue and adjusted operating profit for each of our business segments in each of the three years ended December 31, 2015, 2014 and 2013 together with the percentage change in 2015 and 2014 at both actual and constant exchange rates. Adjusted operating profit is included on the basis that it is the key segmental profit measure used by management to evaluate performance and allocate resources to the business segments, as reported under IFRS8: Operating Segments in note 2 to the consolidated financial statements set forth on pages 101 to 102 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2. Adjusted operating profit represents operating profit before amortisation of acquired intangible assets, acquisition related costs, the share of profit on disposals in joint ventures, and is grossed up to exclude the equity share of taxes in joint ventures. A reconciliation of operating profit to adjusted operating profit is set out on page 16.

 

     Revenue for the year ended December 31  
     2015      2014      % change     2013      % change  
    

 

    

 

     actual
rates
    constant
rates
(1)
   

 

     actual
rates
    constant
rates
(2)
 
     (in millions, except percentages)  

Scientific, Technical & Medical

     £2,070         £2,048         +1     +2     £2,126         -4     +1

Risk & Business Analytics

     1,601         1,439         +11     +6     1,480         -3     +2

Legal

     1,443         1,396         +3     +1     1,567         -11     -6

Exhibitions

     857         890         -4     +1     862         +3     +11
  

 

 

    

 

 

        

 

 

      

Total

     £5,971         £5,773         +3     +2     £6,035         -4     +1
  

 

 

    

 

 

        

 

 

      

 

     Adjusted operating profit (3) for the year ended December 31  
     2015      2014      % change     2013      % change  
                   actual
rates
    constant
rates
(1)
           actual
rates
    constant
rates
(2)
 
     (in millions, except percentages)  

Scientific, Technical & Medical

     £760         £762         0     +4     £787         -3     +1

Risk & Business Analytics

     575         506         +14     +7     507         0     +5

Legal

     274         260         +5     +5     250         +4     +10

Exhibitions

     217         217         0     +5     210         +3     +12
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Subtotal

     £1,826         £1,745             £1,754        

Unallocated items

     (4      (6          (5     
  

 

 

    

 

 

        

 

 

      

Total

     £1,822         £1,739         +5     +5     £1,749         -1     +5
  

 

 

    

 

 

        

 

 

      

 

(1) Represents percentage change in 2015 over 2014 at constant rates of exchange, which have been calculated using the average and hedge exchange rates for the 2014 financial year. These rates were used in the preparation of the 2014 combined financial statements.

 

(2) Represents percentage change in 2014 over 2013 at constant rates of exchange, which have been calculated using the average and hedge exchange rates for the 2013 financial year. These rates were used in the preparation of the 2013 combined financial statements.

 

(3) Adjusted operating profit represents operating profit before the amortisation of acquired intangible assets, acquisition related costs, the share of profit on disposal in joint ventures and is grossed up to exclude the equity share of taxes in joint ventures. A reconciliation of operating profit to adjusted operating profit is set out on page 16.

 

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The reconciliations of reported revenue and adjusted operating profit year-on-year are presented below:

 

      Revenue     Adjusted
operating profit
 
      £m     % change     £m     % change  

Year to December 31, 2013

    6,035          1,749     

Underlying growth (1)

    171        +3     78        +5

Exhibition cycling

    30        +1    

Acquisitions

    77        +1     11        0

Disposals

    (228     -4     (2     0

Currency effects

    (312     -5     (97     -6
 

 

 

   

 

 

   

 

 

   

 

 

 

Year to December 31, 2014

    5,773        -4     1,739        -1
 

 

 

   

 

 

   

 

 

   

 

 

 

Underlying growth (1)

    166        +3     90        +5

Exhibition cycling

    (38     -1    

Acquisitions

    101        +2     14        +1

Disposals

    (95     -2     (14     -1

Currency effects

    64        +1     (7     0
 

 

 

   

 

 

   

 

 

   

 

 

 

Year to December 31, 2015

    5,971        +3     1,822        +5
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Underlying revenue growth and underlying adjusted operating profit growth are non-GAAP measures included on the basis that they are the key financial measures used by management in assessing performance. Underlying revenue growth rates are calculated at constant currencies. They exclude revenues from biennial and other cycling shows in exhibitions, and revenues from businesses acquired and disposed of in both the year and prior year, and revenues from assets held for sale. Underlying operating profit growth rates are calculated at constant currencies. They exclude operating results from businesses acquired and disposed of in both the year and prior year, and operating results from assets held for sale.

In the commentary following, percentage movements are at actual exchange rates unless otherwise stated. Percentage movements at constant exchange rates are calculated using the average and hedge exchange rates for the previous financial year. Percentage movements at both actual rates and constant rates are shown in tables on page 15. The effect of currency movements on the 2015 results is further described separately below (see “— Effect of Currency Translation” on page 24). Adjusted operating margin and underlying growth are defined in the glossary on pages S-1 and S-2.

Adjusted operating profit is a non-GAAP financial measure included on the basis that it is a key financial measure used by management in assessing performance. It is derived from operating profit as follows:

 

      2015     2014     2013  
    (in millions)   

Operating profit

  £ 1,497      £ 1,402      £ 1,376   

Adjustments:

     

Amortisation of acquired intangible assets

    296        286        318   

Acquisition related costs

    35        30        43   

Reclassification of tax in joint ventures

    (6     21        12   
 

 

 

   

 

 

   

 

 

 

Adjusted operating profit

  £ 1,822      £ 1,739      £ 1,749   
 

 

 

   

 

 

   

 

 

 

 

16


Table of Contents

Results of Operations for the Year Ended December 31, 2015

Compared to the Year Ended December 31, 2014

Revenue was £5,971 million (2014: £5,773 million), up 3%. Growth of underlying revenue was 3%, with all four market segments contributing to underlying growth. The underlying growth rate reflects good growth in electronic and face to face revenues, partially offset by continued print revenue declines.

Acquisitions contributed 2% to revenue offset by disposals which reduced revenue growth by 2%. Exhibition cycling effects reduced the groups revenue growth by 1%. The impact of currency movements was to increase revenue by 1%, principally due to the strengthening of the US dollar, on average, against sterling during 2015.

Total operating costs, including the amortisation of acquired intangible assets and acquisition related costs, increased by 3%, principally reflecting increased staff costs and the impact of exchange rates. At constant currencies, total operating costs increased by 1%. Underlying operating costs, excluding acquisitions and disposals, were up 1%, reflecting investment in global technology platforms and the launch of new products and services, partly offset by continued process innovation. Actions were taken across our businesses to improve cost efficiency.

Cost of sales were £2,129 million, up 6% compared with 2014, slightly higher than the overall increase in revenue. Selling and distribution costs were £965 million, up 3%, while administration and other expenses were £1,444 million, down 2%. The increase in selling and distribution costs is primarily due to the launch of new platforms and services. Administration and other expenses have decreased as a result of the actions taken to improve efficiency as noted above. Except as noted, changes in cost of sales, selling and distribution costs, and administration and other expenses, including changes in individual components thereof, were not material to the operating profit performance of the individual segments. The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, increased to £296 million (2014: £286 million), reflecting the impact of acquisitions and currency effects. Acquisition related costs were £35 million (2014: £30 million).

Depreciation and amortisation of internally generated intangible assets decreased to £228 million (2014: £237 million).

The net pension expense, excluding the net pension financing charge, was £58 million (2014: £95 million), including settlement and past service credits of £61 million (2014: £15 million). In November 2015, the Netherlands pension scheme, together with all associated assets and liabilities, was transferred into an industry-wide collective scheme. This collective scheme is a defined contribution pension plan, with no deficit or surplus recognised on the balance sheet. The transfer of the scheme, and other smaller changes to the terms of the UK defined benefit pension plan, resulted in the settlement and past service credits of £61 million. This is the primary driver for the decrease in the year.

Reported operating profit was £1,497 million (2014: £1,402 million).

Total adjusted operating profit was £1,822 million (2014: £1,739 million), up 5%. Underlying adjusted operating profit grew ahead of revenue, at 5% reflecting the benefit of tight cost control across the group. Acquisitions and disposals had no net impact on adjusted operating profit. Currency effects reduced adjusted operating profit by less than 1%.

The overall adjusted operating margin of 30.5% was 0.4 percentage points higher than in the prior year. On an underlying basis, the margin improved by 0.9 percentage points, offset by a 0.5 percentage point decrease from currency effects. Portfolio effects had no net impact on the operating margin.

Net pre-tax disposal losses were £11 million (2014: £11 million loss), arising largely from the sale of certain Legal and Risk & Business Analytics assets. These losses were offset by a related tax credit of £13 million (2014: £3 million charge).

Net finance costs were higher at £174 million (2014: £162 million), including the pension financing charge of £21 million (2014: £15 million). The increase primarily reflects higher net borrowings, currency translation effects and a higher net pension financing charge partially offset by a lower average interest rate.

Profit before tax was £1,312 million (2014: £1,229 million). The tax charge was £298 million (2014: £269 million). The reported net profit attributable to the parent companies’ shareholders was £1,008 million (2014: £955 million).

Adjusted earnings per share for RELX PLC and RELX NV were 60.5p, an increase of 7% in sterling from 2014. At constant rates of exchange, adjusted earnings per share increased by 8%.

The reported earnings per share of RELX PLC and RELX NV were 46.4p and 49.4p respectively in 2015, compared to 43.0p and 45.8p in 2014. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

Until the end of 2015 the equalisation of dividends between RELX PLC and RELX NV took into account the prevailing tax credit that was available to certain UK tax payers at that time. The tax credit was also taken into account in the

 

17


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determination of reported earnings per share. The UK government has announced that dividend tax credits will be abolished with effect from April 6, 2016, impacting dividends paid after this date. As a result of the abolition of this tax credit, from 2016 reported earnings per share will have the same value for each RELX PLC and RELX NV share.

Ordinary dividends paid in the year, in amounts per ordinary share, comprise: a 2014 final dividend of 19.0p and 2015 interim dividend of 7.4p giving a total of 26.4p (2014: 24.95p) for RELX PLC; and a 2014 final dividend of €0.285 and 2015 interim dividend of €0.115 giving a total of €0.400 (2014: €0.341) for RELX NV. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

The Board of RELX PLC has proposed a 2015 final dividend of 22.3p, up 17%, giving a total dividend of 29.7p in respect of the financial year, up 14% on 2014. The Board of RELX NV, in accordance with the dividend equalisation arrangements, has proposed a 2015 final dividend of €0.288, up 1%, giving a total dividend of €0.403 in respect of the financial year, up 5% on 2014. The difference in growth rates in the equalised final dividends reflects changes in the euro:sterling exchange rate since the respective prior year dividend announcement dates. The final dividend has also been impacted by changes in UK tax legislation, as outlined above.

During 2015, 25.7 million RELX PLC and 15.8 million RELX NV shares were repurchased. A further 0.9 million RELX PLC shares and 0.8 million RELX NV shares were purchased by the Employee Benefit Trust. During December 2015, 31.5 million RELX PLC shares held in treasury were cancelled. No RELX NV shares held in treasury were cancelled in 2015. As at December 31, 2015, shares in issue for RELX PLC and RELX NV respectively, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 1,106.6 million and 985.3 million. A further 4.6 million RELX PLC shares and 4.1 million RELX NV shares have been repurchased in January and February 2016.

In 2015, RELX NV issued 349.1 million ordinary shares under the bonus issue to implement the change of the equalisation ratio of RELX PLC to RELX NV shares to one to one.

Scientific, Technical & Medical: 2015 financial performance

 

       2015
£m
     2014
£m
     Underlying
growth
     Acquisitions/
disposals
     Currency
effects
     Total
growth
 

Revenue

     2,070         2,048         +2%         0%         -1%         +1%   

Adjusted operating profit

     760         762         +3%         +1%         -4%         0%   

Key business trends remained positive in 2015, with underlying profit growth slightly exceeding underlying revenue growth.

Underlying revenue growth was +2%. The difference between the reported and underlying growth rates primarily reflects the impact of exchange rate movements. Underlying operating costs grew 1%.

Underlying adjusted operating profit growth of +3% was slightly ahead of revenue growth, driving margin expansion before currency effects. The margin was slightly lower, reflecting the adverse effects of exchange rate movements in the period.

In primary research, strong growth in usage and article submissions to subscription journals continued. In 2015 we launched a total of 73 new journals, bringing our total journal count to approximately 2,500, of which around 170 are stand-alone author pays open access journals.

We saw continued good growth in databases & tools, as well as in electronic reference and education products.

Print book declines continued in line with the prior year. Print pharma promotion revenue stabilised during the year.

Risk & Business Analytics: 2015 financial performance

 

       2015
£m
     2014
£m
     Underlying
growth
     Acquisitions/
disposals
     Currency
effects
     Total
growth
 

Revenue

     1,601         1,439         +7%         -1%         +5%         +11%   

Adjusted operating profit

     575         506         +7%         0%         +7%         +14%   

Underlying revenue growth accelerated in 2015, with strong growth across all key segments. Underlying profit growth matched underlying revenue growth.

Underlying revenue growth was +7%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and a minor effect from portfolio changes. Underlying operating costs grew 7% in line with revenue.

 

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Underlying adjusted operating profit growth was +7%. The margin expansion reflected underlying improvement together with a benefit from currency effects.

The insurance segment continued to see growth, driven by volume growth in the US auto underwriting business, strong take up of new products and services across the insurance workflow, and expansion in adjacent verticals including life and home insurance. The international initiatives continued to progress well, with strong growth in the UK, albeit from a small base.

In Business Services, growth was driven by demand for identity authentication and fraud detection solutions across the financial services and corporate sectors.

The state & local and federal government segments achieved strong growth, and expansion in healthcare is progressing well.

Major Data Services saw strong underlying revenue growth, and other brands & services remained stable.

Legal: 2015 financial performance

 

       2015
£m
     2014
£m
     Underlying
growth
     Acquisitions/
disposals
     Currency
effects
     Total
growth
 

Revenue

     1,443         1,396         +1%         0%         +2%         +3%   

Adjusted operating profit

     274         260         +7%         -2%         0%         +5%   

Key trends were unchanged in 2015. Underlying revenue growth remained modest, with efficiency gains driving strong underlying operating profit growth and improved margins.

Underlying revenue growth was +1%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and minor portfolio changes.

Underlying adjusted operating profit growth was +7%, and underlying costs reduced by 1%. The margin increase of 40 basis points reflects organic process improvement, the ongoing decommissioning of systems, partially offset by small portfolio effects and currency movements.

Electronic revenues, which now account for 79% of the total, saw continued growth, partially offset by print declines.

US and European markets remained stable but subdued. In other international markets we continued to see good growth.

The roll out of new platform releases in the US and international markets continued, and adoption and usage rates progressed well.

In 2015 we continued to support underlying growth through a number of small acquisitions and disposal of some minor assets.

Exhibitions: 2015 financial performance

 

       2015
£m
     2014
£m
     Underlying
growth
     Acquisitions/
disposals
     Currency
effects
     Total
growth
 

Revenue

     857         890         +5%         +1%         -5%         -4%   

Adjusted operating profit

     217         217         +2%         +3%         -5%         0%   

Exhibitions achieved strong underlying revenue growth in 2015, albeit slightly below the prior year, reflecting the macro economic environment.

Underlying revenue growth was 5%. After portfolio changes and five percentage points of cycling out effects, constant currency revenue growth was 1%. The difference between the reported and constant currency growth rates reflects the impact of exchange rate movements. Underlying costs were 1% lower than prior year.

Underlying adjusted operating profit growth was 2%. Margins were higher year on year, as total profit growth was slightly ahead of total revenue growth.

Growth in the US was strong, albeit slightly below prior year and growth in Europe was moderate, marginally ahead of prior year. Growth in Japan remained strong, driven by new launches and strong demand across our events.

China continued to see differentiated growth rates by industry sector. Revenues in Brazil reflected the general weakness of the wider economy. Most other markets continued to grow strongly.

We continued to pursue growth opportunities and launched 44 new events and completed 10 small acquisitions, primarily in high growth geographies and sectors.

 

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Table of Contents

Results of Operations for the Year Ended December 31, 2014

Compared to the Year Ended December 31, 2013

Revenue was £5,773 million (2013: £6,035 million), down 4%. Underlying revenue growth was 3%. At constant currencies, revenue growth was 1%. If exhibition cycling effects had been included underlying revenue growth would have been 4%.

The overall effect of disposals in 2014 was to reduce revenue growth by 4%, partially offset by a 1% contribution from acquisitions.

The impact of currency movements was to reduce revenue by 5%, principally due to the weakening of the US dollar, on average, against sterling during 2014.

Total operating costs, including the amortisation of acquired intangible assets and acquisition related costs, decreased by 6%, principally reflecting business disposals and currency effects, partly offset by an increase in underlying costs. Actions were taken across our businesses to improve cost efficiency. At constant currencies, total operating costs decreased by 1%.

Underlying operating costs, excluding acquisitions and disposals, were up 3%, reflecting investment in global technology platforms and the launch of new products and services, partly offset by continued process innovation.

Cost of sales were £2,006 million, down 5% compared with 2013, in line with the overall decrease in revenue. Selling and distribution costs were £934 million, down 7%, while administration and other expenses were £1,467 million, down 6%, both principally reflecting the impact of business disposals and currency effects. Except as noted, changes in cost of sales, selling and distribution costs, and administration and other expenses, including changes in individual components thereof, were not material to the operating profit performance of the individual segments.

The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, decreased to £286 million (2013: £318 million), reflecting certain assets becoming fully amortised and currency effects. Acquisition related costs were £30 million (2013: £43 million), including a charge for deferred consideration payments required to be expensed under IFRS.

Total operating costs, excluding the amortisation of acquired intangible assets and acquisition related costs, decreased by 6%, principally reflecting business disposals and currency effects. Depreciation and amortisation of internally generated intangible assets decreased to £237 million (2013: £249 million).

The net pension expense, excluding the net pension financing charge, was £95 million (2013: £61 million), including settlement and past service credits of £15 million (2013: £59 million).

Reported operating profit was £1,402 million (2013: £1,376 million).

Total adjusted operating profit was £1,739 million (2013: £1,749 million), down 1%. Underlying adjusted operating profit grew 5%. Acquisitions and disposals had minimal net impact on adjusted operating profit. Currency effects reduced adjusted operating profit by 6%.

The overall adjusted operating margin of 30.1% was 1.1 percentage points higher than in the prior year. This included a 0.9 percentage point benefit to margin from portfolio change and a 0.1 percentage point decrease from currency effects.

Net pre-tax disposal losses were £11 million (2013: £16 million gain), arising largely from the sale of certain Risk & Business Analytics assets. These losses were increased by a related tax charge of £3 million (2013: £34 million).

Net finance costs were lower at £162 million (2013: £196 million), including the pension financing charge of £15 million (2013: £19 million). The reduction primarily reflects the benefit of term debt refinancing at lower rates and currency translation effects.

Profit before tax was £1,229 million (2013: £1,196 million). The tax charge was £269 million (2013: £81 million). In 2013, this included a deferred tax credit of £221 million arising on the alignment of certain business assets with their global management structure. The reported net profit attributable to the parent companies’ shareholders was £955 million (2013: £1,110 million).

The earnings per share of RELX PLC and RELX NV were 43.0p and 45.8p respectively in 2014, compared to 49.0p and 51.6p in 2013. The reductions reflect the impact of deferred tax credits in 2013 on both companies. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

Dividends to RELX PLC and RELX NV shareholders are, other than in special circumstances, equalised at the gross level, including the benefit of the UK attributable tax credit of 10% available to certain RELX PLC shareholders. The UK government has announced the abolition of dividend tax credits with effect from April 2016.

 

20


Table of Contents

Ordinary dividends paid in the year, in amounts per ordinary share, comprise: a 2013 final dividend of 17.95p and 2014 interim dividend of 7.00p giving a total of 24.95p (2013: 23.65p) for RELX PLC; and a 2013 final dividend of €0.243 and 2014 interim dividend of €0.098 giving a total of €0.341 (2013: €0.305) for RELX NV. RELX NV amounts have been adjusted retrospectively following the bonus share issue declared on June 30, 2015.

The Board of RELX PLC paid a 2014 final dividend of 19.0p, up 6%, giving a total dividend of 26.0p in respect of the financial year, up 6% on 2013. The Board of RELX NV, in accordance with the dividend equalisation arrangements, paid a 2014 final dividend of €0.285, up 17%, which resulted in a total dividend of €0.383 in respect of the 2014 financial year, up 16% on 2013. The difference in growth rates in the final dividends reflects changes in the euro:sterling exchange rate since the respective prior year dividend announcement dates.

During 2014, 35.3 million RELX PLC shares and 20.4 million RELX NV shares were repurchased. A further 0.8 million RELX PLC shares and 2.0 million RELX NV shares were purchased by the Employee Benefit Trust. RELX NV also repurchased 0.1 million RELX NV R shares (equivalent to 1.1 million ordinary shares) from a subsidiary of RELX PLC. During December 2014, 65 million RELX PLC shares and 40 million RELX NV shares held in treasury were cancelled. As at December 31, 2014, shares in issue for RELX PLC and RELX NV respectively, net of shares held in treasury, amounted to 1,127.7 million and 690.9 million (including R share equivalents). A further 4.8 million RELX PLC shares and 2.8 million RELX NV shares were repurchased in January and February 2015.

Scientific, Technical & Medical: 2014 financial performance

 

       Revenue
% change*
    Adjusted
operating  profit
% change*
 

Underlying growth

     +2     +3

Acquisitions/disposals

     –1     –2

Currency effects

     –5     –4
  

 

 

   

 

 

 

Total growth

     –4     –3
  

 

 

   

 

 

 

 

* Percentage movements in this and similar tables on pages 22 to 23 relate to changes in revenue and adjusted operating profit expressed in sterling.

Key business trends were positive for the year with underlying revenue growth in research subscriptions. Electronic revenues, which now account for 74% of the total, continued to grow across all segments.

Revenue was £2,048 million (2013: £2,126 million), down 4%. Underlying revenue growth was 2%.

In primary research, article submissions to subscription journals and usage continued to grow in double digits, and journal quality, as measured by relative impact factor, was maintained. Subscription revenue growth was driven by increased volume and new sales.

The volume of “author-pays” or “author’s-funder-pays” articles continued to grow from a small base. We continued to launch new journals, and now operate over 100 stand-alone author pays open access journals alongside our sponsored article option in over 1,600 subscription journals.

We saw continued growth in databases and tools, as well as in electronic reference and education.

Print book and pharma promotion revenues continued to decline, albeit at a slightly lower rate than in the prior year.

The impact of currency movements was to reduce revenue by 5%. The overall effect of portfolio changes was to reduce revenue by 1%.

Total operating costs, including acquired intangible asset amortisation and acquisition related costs, decreased by 5% to £1,364 million, largely reflecting currency movements. Amortisation of acquired intangible assets decreased to £79 million (2013: £86 million). Depreciation and amortisation of internally generated intangible assets decreased to £94 million (2013: £100 million).

Underlying operating costs, excluding acquired intangible asset amortisation and acquisition related costs, grew by 1%.

Adjusted operating profit was £762 million (2013: £787 million), down 3%. Underlying adjusted operating profit grew 3%. The effect of portfolio changes was to reduce adjusted operating profit by 2%. The impact of currency movements was to reduce adjusted operating profit by 4%.

The adjusted operating margin increased by 0.2 percentage points, which included a 0.2 percentage point benefit from currency effects.

 

21


Table of Contents

Risk & Business Analytics: 2014 financial performance

 

       Revenue
% change
    Adjusted
operating  profit
% change
 

Underlying growth

     +6     +6

Acquisitions/disposals

     –4     –1

Currency effects

     –5     –5
  

 

 

   

 

 

 

Total growth

     –3     0
  

 

 

   

 

 

 

Underlying revenue growth was driven by volume growth, new product roll-outs and expansion in adjacent segments. Underlying adjusted operating profit growth broadly matched underlying revenue growth, reflecting ongoing organic investment initiatives.

Revenue was £1,439 million (2013: £1,480 million), down 3%. Underlying revenue growth was 6%.

Growth in the insurance segment was driven by demand for the US auto underwriting business, take up of new products and services across the insurance workflow, and expansion in adjacent market verticals. The businesses continued to expand internationally, with 5% of revenue outside of the US and Europe.

In Business Services, growth was driven by demand for identity authentication and fraud detection solutions, particularly in the financial services sector.

In Government, the state & local segment continued to grow. Federal government revenue trends improved during the year.

Major Data Services maintained underlying revenue growth, driven by Accuity, XpertHR, and ICIS, and other magazines & services were stable.

The impact of currency movements was to reduce revenue by 5%.

In 2014 we continued to support organic growth through the acquisition of data and analytics assets. In 2014 we completed the acquisition of Innovata, a provider of airline schedule data, Tracesmart, a provider of UK public records, Wunelli, a provider of telematics solutions for the auto industry, FircoSoft, a provider of anti-money laundering solutions for the financial services industry, and Health Market Science, supplier of data on health care professionals.

We also exited assets that no longer fit our strategy, including the disposal of several magazines and the spin-off of certain construction industry assets. The overall effect of portfolio changes was to reduce revenue by 4%.

Total operating costs, including acquired intangible asset amortisation and acquisition related costs, decreased by 4% to £1,062 million principally reflecting currency effects and the impact of disposals. The amortisation charge in respect of acquired intangible assets decreased to £116 million (2013: £128 million), reflecting certain assets becoming fully amortised and currency effects.

Underlying operating costs, excluding acquired intangible asset amortisation and acquisition related costs, grew 6%, reflecting continued investment in new product development.

Adjusted operating profit was £506 million (2013: £507 million), flat on prior year. Underlying adjusted operating profit grew 6%. The effect of portfolio changes was to reduce adjusted operating profit by 1%. The impact of currency movements was to reduce adjusted operating profit by 5%.

The adjusted operating margin increased by 0.9 percentage points, principally driven by portfolio changes.

Legal: 2014 financial performance

 

       Revenue
% change
    Adjusted
operating  profit
% change
 

Underlying growth

     +1     +6

Acquisitions/disposals

     –7     +4

Currency effects

     –5     –6
  

 

 

   

 

 

 

Total growth

     –11     +4
  

 

 

   

 

 

 

 

22


Table of Contents

Underlying revenue trends remained unchanged in 2014, with subdued market conditions in the US and Europe limiting overall revenue growth. The improvement in profitability reflects a combination of process innovation, infrastructure decommissioning, and portfolio reshaping.

Revenue was £1,396 million (2013: £1,567 million), down 11%. Underlying revenue growth was 1%. US and European markets remained stable but subdued. In other international markets we continued to see growth, with 11% of revenues outside of the US and Europe.

Portfolio changes reduced revenue by 7%. The impact of currency movements was to reduce revenue by 5%. Electronic revenues, which account for 77% of the total, saw continued growth, partially offset by print declines.

The roll out of new platform releases continued in 2014, and adoption and usage rates for new products and solutions have continued to progress well.

Total operating costs, including acquired intangible asset amortisation and acquisition related costs, decreased by 14% to £1,223 million principally reflecting currency effects and the impact of disposals. The amortisation charge in respect of acquired intangible assets amounted to £57 million (2013: £64 million). Acquisition related costs reduced to £17 million (2013: £22 million) including a charge for deferred consideration required to be expensed under IFRS. Depreciation and amortisation of internally generated intangible assets decreased to £94 million (2013: £101 million).

Underlying operating costs, excluding acquired intangible asset amortisation and acquisition related costs, were flat year on year.

Adjusted operating profit was £260 million (2013: £250 million), up 4%. Underlying adjusted operating profit grew 6%. The effect of portfolio changes was to increase adjusted operating profit by 4%. The impact of currency movements was to reduce adjusted operating profit by 6%.

Organic process innovation, infrastructure decommissioning and portfolio changes contributed to a 2.6 percentage point improvement in the adjusted operating profit margin during 2014.

Exhibitions: 2014 financial performance

 

       Revenue
% change
    Adjusted
operating profit
% change
 

Underlying growth (excluding cycling)

     +7  

Cycling effects

     +2  
  

 

 

   

 

 

 

Underlying growth (adjusted for cycling)

     +9     +9

Acquisitions/disposals

     +2     +3

Currency effects

     -8     -9
  

 

 

   

 

 

 

Total growth

     +3     +3
  

 

 

   

 

 

 

Exhibitions achieved another year of underlying revenue and adjusted operating profit growth, and continued to actively pursue growth opportunities through new launches and small acquisitions.

Revenue was £890 million (2013: £862 million), up 3%. Underlying revenue growth was 7%. Had the effects of cycling been included, underlying revenue growth would have been two percentage points higher.

Portfolio changes increased revenue by 2%. Currency movements reduced revenue by 8%.

The US and Japan achieved underlying revenue growth. In the US, growth reflected demand across our broad portfolio of leading events. Strong growth in Japan was driven by new launches and demand across our major events.

Europe saw modest growth overall. Domestic markets remained subdued, but international events in the UK and France achieved growth.

China continued to see strong growth in certain sectors, and moderate growth elsewhere. Revenues in Brazil reflected growth in some of our leading events, but a slowdown in the wider economy. Most other markets continued to grow.

In 2014 we launched 36 new events and completed several small acquisitions and joint venture investments, primarily in high growth geographies and sectors. In total, 37% of revenues were outside of the US and Europe.

Total operating costs, including acquired intangible asset amortisation and acquisition related costs, were £716 million, up 2%. The amortisation charge in respect of acquired intangible assets fell to £34 million (2013: £40 million).

 

23


Table of Contents

Underlying operating costs, excluding acquired intangible asset amortisation and acquisition related costs, grew 6%, slightly below revenue, reflecting the increase in activity.

Adjusted operating profit was £217 million (2013: £210 million), up 3%. Underlying adjusted operating profit grew 9%. The effect of portfolio changes was to increase adjusted operating profit by 3%. The impact of currency movements was to reduce adjusted operating profit by 9%.

The adjusted operating margin was flat year on year.

Critical Accounting Policies

The accounting policies of the consolidated businesses under IFRS as issued by the IASB and as adopted by the EU are described within the relevant notes to the consolidated financial statements as set forth on pages 94 to 140 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2. The most critical accounting policies and estimates used in determining the financial condition and results of the Group, and those requiring the most subjective or complex judgments, relate to the valuation of goodwill and acquired intangible assets, capitalisation of development spend, accounting for defined benefit pension schemes and taxation.

The Audit Committees of RELX PLC, RELX NV and RELX Group plc have reviewed the development and selection of critical accounting estimates, and the disclosure of critical accounting policies in the financial statements.

Effect of Currency Translation

The consolidated financial statements are expressed in sterling and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose operational currencies are other than sterling. The principal exposures in relation to the results reported in sterling are to the US dollar and the euro, reflecting our business exposure to the United States and the European Economic and Monetary Union, our most important markets. Some of these exposures are offset by denominating borrowings in US dollars.

Individual businesses are subject to foreign exchange transaction exposures caused by the effect of exchange rate movements on their revenue and operating costs, to the extent that such revenue and costs are not denominated in their functional currencies. Individual businesses generally hedge their exposures at market rates through the centralised treasury department. Hedging of foreign exchange transaction exposure is the only hedging activity undertaken by the individual businesses. For further details see note 19 to the consolidated financial statements as set forth on pages 125 to 129 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Currency differences decreased the Group’s revenue by £53 million in 2015 compared to 2014. Excluding amortisation of acquired intangible assets of £296 million and acquisition related costs of £35 million, currency differences reduced operating profits by £5 million in 2015 compared to 2014. Acquired intangible asset amortisation and acquisition related costs are predominantly denominated in US dollars and, after these charges, currency differences reduced operating profits by £14 million in 2015 compared to 2014. The majority of borrowings are denominated in US dollars and, after charging net finance costs, currency differences reduced profit before tax by £9 million in 2015 compared to 2014.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements are set out in note 1 to the consolidated financial statements as set forth on page 100 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

 

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LIQUIDITY AND CAPITAL RESOURCES — THE GROUP

Cash Flow

The Group’s cash generated from operations in 2015 amounted to £1,882 million (2014: £1,851 million; 2013: £1,943 million). Included in these net cash inflows are cash outflows of £45 million (2014: £27 million; 2013: £40 million) relating to acquisition related costs and exceptional restructuring costs incurred in prior years. A substantial proportion of revenue is received through subscription and similar advanced receipts, principally for scientific and medical journals and exhibition fees. At December 31, 2015 subscriptions and other revenues received in advance totalled £1,639 million (2014: £1,453 million; 2013: £1,403 million).

The Group’s cash outflow on the purchase of property, plant and equipment in 2015 was £65 million (2014: £67 million; 2013: £57 million), while proceeds from the sale of property, plant and equipment amounted to £1 million (2014: £10 million; 2013: £6 million). The cash outflow on internally developed intangible assets in 2015 was £242 million (2014: £203 million; 2013: £251 million), reflecting sustained investment in new products and related infrastructure, particularly in the Legal and Scientific, Technical & Medical businesses.

Net cash proceeds from disposals amounted to £34 million, after related separation and transaction costs, and working capital and other adjustments in respect of prior year transactions.

During 2015, the Group paid a total of £191 million (2014: £396 million; 2013: £221 million) for acquisitions, including deferred consideration of £25 million (2014: £34 million; 2013: £21 million) on past acquisitions and after taking account of net cash acquired of £3 million (2014: £9 million; 2013: £14 million). A further £16 million (2014: £6 million; 2013: £10 million) was paid on the purchase of investments during the year. During 2015, the Group paid tax of £343 million (2014: £348 million; 2013: £362 million).

Share repurchases by the parent companies in 2015 were £500 million (2014: £600 million; 2013: £600 million), with a further £100 million repurchased in 2016 as at February 24, 2016. On February 25, 2016, RELX PLC and RELX NV announced their intention to repurchase further ordinary shares up to the value of £600 million in aggregate over the remainder of 2016. In addition, the Employee Benefit Trust purchased shares in the parent companies totalling £23 million (2014: £39 million; 2013: nil). Proceeds from the exercise of share options were £24 million (2014: £45 million; 2013: £125 million).

During 2015, the Group paid ordinary dividends totalling £583 million to the shareholders of the parent companies (2014: £565 million; 2013: £549 million). Dividend payments are funded by the operating cash flow of the business after capital spend.

Debt

Net borrowings, used in assessing the Group’s financial position, at December 31, 2015 were £3,782 million (2014: £3,550 million; 2013: £3,072 million), comprising gross borrowings of £3,902 million, and £2 million of related derivative financial instrument liabilities, less cash and cash equivalents of £122 million. The majority of our borrowings are denominated in US dollars and the weakening of sterling against the dollar at the year end compared with the start of the year resulted in higher net borrowings when translated into sterling. Excluding currency effects, net borrowings increased by £113 million.

Net borrowings are reconciled as follows:

 

     2015      2014      2013  
     £m      £m      £m  

Cash & cash equivalents

     122         276         132   

Borrowings

     (3,902      (3,825      (3,281

Related derivative financial instruments

     (2      (1      77   
  

 

 

    

 

 

    

 

 

 

Net borrowings

     (3,782      (3,550      (3,072
  

 

 

    

 

 

    

 

 

 

Liquidity

In June 2015, the second and final of two one year extension options was exercised on the $2.0 billion committed bank facility, taking the maturity to July 2020. This back-up facility provides security of funding for short-term debt. At December 31, 2015, this facility was undrawn.

In May 2015, €600 million of euro denominated fixed rate term debt with a coupon of 1.30% and a maturity of ten years was issued. It was swapped into floating rate US dollars on issue giving the effect of issuing $669 million of floating rate US dollar debt.

 

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The Group believes that it has ample liquidity and access to debt capital markets, providing the ability to repay or refinance borrowings as they mature and to fund ongoing requirements.

Contractual Obligations

The contractual obligations of the Group relating to debt finance and operating leases at December 31, 2015 analysed by when payments are due, are summarised below.

 

     Total      Less than
1 year
     1-3 years      3-5 years      After
5 years
 
     (in millions)  

Short-term debt (1)(2)

     £647       £ 647       £       £       £   

Long-term debt (including finance leases) (2)

     4,056         122         1,128         1,124         1,682   

Operating leases

     533         98         167         125         143   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,236         867         1,295         1,249         1,825   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Short-term debt primarily comprises term debt issues maturing within one year and commercial paper, and is supported by a $2,000 million committed bank facility maturing in July 2020 and by the central management of cash and cash equivalents. At December 31, 2015 the committed bank facility was undrawn.

 

(2) Short and long-term debt obligations comprise undiscounted principal and interest cash flows. Interest cash flows are calculated by reference to the contractual payment dates and the fixed interest rates (for fixed rate debt) or the relevant forecast interest rates (for floating rate debt).

Information on retirement benefit obligations is set forth in note 6 under the heading ‘Pension schemes’ on pages 104 to 107 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Off-Balance Sheet Arrangements

Except as disclosed above under “Contractual Obligations”, we have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the RELX Group’s financial condition, results of operations, liquidity, capital expenditure or capital resources.

Treasury policies

The main treasury risks faced by the Group are liquidity risk, interest rate risk, foreign currency risk and credit risk. The Boards of RELX PLC, RELX NV and RELX Group plc agree overall policy guidelines for managing each of these risks. A summary of these policies is provided in note 19 to the consolidated financial statements as set forth under the heading ‘Financial Instruments’ on pages 125 to 129 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Financial instruments are used to finance our businesses and to hedge transactions. Our businesses do not enter into speculative transactions.

Capital and liquidity management

The capital structure is managed to support our objective of maximising long-term shareholder value through appropriate security of funding, ready access to debt and capital markets, cost effective borrowing and flexibility to fund business and acquisition opportunities while maintaining appropriate leverage to ensure an efficient capital structure.

 

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Over the long-term, we seek to maintain a cash flow conversion rate of 90% or higher and credit metrics that are consistent with a solid investment grade credit rating. The typical credit metrics are net debt to EBITDA, on a pensions and lease adjusted and on an unadjusted basis, and free cash flow as a percentage of net debt. Adjusted EBITDA is derived from net profit as follows:

 

     2015      2014      2013  
     (in millions)      (in millions)      (in millions)  

Net profit for the year

     £1,014         £960         £1,115   

Adjustments:

        

Taxation

     298         269         81   

Disposals and other non operating items

     11         11         (16)   

Net finance costs

     174         162         196   

Amortisation of acquired intangible assets

     296         286         318   

Depreciation and other amortisation

     228         237         249   

Acquisition related costs

     35         30         43   

Reclassification of tax in joint ventures

     (6)         21         12   
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     £2,050         £1,976         £1,998   
  

 

 

    

 

 

    

 

 

 

Our uses of free cash flow over the longer-term balance the dividend policy, selective acquisitions and share repurchases, while retaining the balance sheet strength to maintain access to cost effective sources of borrowing.

Further detail on our capital and liquidity management is provided in note 19 on pages 125 to 129 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

Short-Term Borrowings

The Group operates commercial paper programmes to provide flexibility for funding operational requirements on a daily basis, at short notice and at competitive rates. Commercial paper is issued under both US and Euro programmes and guaranteed by RELX PLC and RELX NV. In addition, short-term borrowing facilities are established with local banks to support the daily requirements of businesses operating in certain countries where there may be restrictions on borrowing from affiliates. Term debt comprises borrowings with an original maturity of greater than one year and which mature within 12 months of the reporting date. These short-term borrowings were backed up at December 31, 2015 by a $2.0 billion committed bank facility maturing in July 2020 which was undrawn. The short-term borrowing programmes are run in conjunction with term debt programmes which comprise the majority of our debt and provide the Group with security of funding.

The average amount and the average interest rate during the year have been calculated by taking the average of the amounts outstanding at each month end (translated to sterling at the respective month end rate) and the average of the interest rate applicable at each month end. Commercial paper issuance reached a maximum month end level of £620 million in January 2015, and short-term loans and overdrafts reached a maximum month end level of £106 million in November 2015, both as a result of movements in trading cash flows. Term debt reached a maximum month end level of £400 million from October 2015 onwards as the maturity of the £400 million term debt issue expiring in October 2016 then fell below 12 months.

 

Short-term borrowings as at
December 31,
   2015
£m
     2015
Weighted
average interest
rate %
   2014
£m
     2014
Weighted
average interest
rate %
     2013
£m
     2013
Weighted
average interest
rate %
 

Commercial paper

     113       0.4      465         0.3         229         0.3   

Short-term loans and overdrafts

     105       2.2      84         0.8         58         1.3   

Finance leases

     6       1.8      7         2.2         9         2.1   

Term debt

     400       5.6      120         5.2         352         2.0   
  

 

 

       

 

 

       

 

 

    

Total short-term borrowings

     624            676            648      
  

 

 

       

 

 

       

 

 

    

 

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Average short-term borrowings
during the year ended
December 31,
   2015
£m
     2015
Weighted
average interest
rate %
     2014
£m
     2014
Weighted
average interest
rate %
     2013
£m
     2013
Weighted
average interest
rate %
 

Commercial paper

     458         0.3         600         0.3         333         0.2   

Short-term loans and overdrafts

     93         2.1         51         1.4         71         1.3   

Finance leases

     7         2.7         4         2.3         8         2.3   

Term debt

     111         5.6         183         3.2         725         4.7   

 

Maximum month end short-term borrowings    2015
£m
     2014
£m
     2013
£m
 

Commercial paper

     620         747         486   

Short-term loans and overdrafts

     106         103         230   

Finance leases

     7         7         9   

Term debt

     400         351         1,050   

INTELLECTUAL PROPERTY

Our products and services include and utilise intellectual property content delivered through a variety of media, including online, journals and books. We rely on trademark, copyright, patent, trade secret and other intellectual property laws, as well as in some cases licensing arrangements with third parties, to establish and protect our proprietary rights in these products and services.

TREND INFORMATION

Trends, uncertainties and events which can affect the revenue, operating profit and liquidity and capital resources of RELX Group include the usage, penetration and customer renewal of our products and the prices that customers pay for our products, the migration of products to online services, investment in new products and services, cost control and the impact of our cost reduction programmes on operational efficiency, the levels of legal industry and academic library funding, the impact of economic conditions on corporate and other customer budgets, the actions of competitors and regulatory and legislative developments.

Trends, uncertainties and events which could have a material impact on our revenue, operating profit and liquidity and capital resources are discussed in further detail in “Item 3: Key Information — Risk Factors”; “Item 4: Information on the Group”; and “Item 5: Operating and Financial Review and Prospects — Operating Results — The Group; Liquidity and Capital Resources”.

 

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ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

The information on the Directors of each of RELX PLC, RELX NV and RELX Group plc as at February 24, 2016 is set forth under the headings ‘Executive Directors’ and ‘Non-Executive Directors’ on pages 64 to 65 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

As a general rule, Non-Executive Directors serve for an initial term of three years, and are typically expected to serve two three-year terms, although the Boards may invite an individual to serve for an additional period of three years.

The Directors are as follows:

 

Name (Age)

  

RELX PLC, RELX NV and RELX Group plc

Erik Engstrom (52)

   Executive Director and Chief Executive Officer

Anthony Habgood (69)

   Non-Executive Chairman (2)(3)(4)

Wolfhart Hauser (66)

   Non-Executive Director (2)(3)(4)

Adrian Hennah (58)

   Non-Executive Director (1)(4)

Lisa Hook (57)

   Non-Executive Director (2)(3)(4)(5)

Marike van Lier Lels (56)

   Non-Executive Director (1)(4)

Nick Luff (48)

   Executive Director and Chief Financial Officer

Robert Polet (60)

   Non-Executive Director (2)(4)

Linda Sanford (63)

   Non-Executive Director (1)(4)

Ben van der Veer (64)

   Non-Executive Director (1)(3)(4)

 

(1) Member of the Audit Committees of the Boards of RELX PLC, RELX NV and RELX Group plc.

 

(2) Member of the Remuneration Committee of the Board of RELX Group plc.

 

(3) Member of the joint Nominations Committee of the Boards of RELX PLC and RELX NV.

 

(4) Member of the joint Corporate Governance Committee of the Boards of RELX PLC and RELX NV.

 

(5) Senior Independent Director, as defined by the UK Corporate Governance Code.

Following the implementation of our simplified corporate structure, we fully aligned membership of the Boards with the appointment of Marike van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc. Marike has served as a Non-Executive Director of RELX NV and as a member of the Corporate Governance Committee since 2010. The Boards are now comprised of the same directors.

Two of our long-serving Non-Executive Directors, Lisa Hook and Robert Polet, will retire from the Boards after our Annual General Meetings in April 2016. In February, we announced that Carol Mills and Robert MacLeod will join the Boards as Non-Executive Directors, subject to shareholder approval. Ms Mills has more than 30 years in the enterprise technology and software sectors, including extensive US board experience, and Mr MacLeod has considerable international experience in executive and non-executive roles in the engineering and chemicals sectors, most recently as Chief Executive Officer of Johnson Matthey Plc, a FTSE 100 company. We also announced that Dr Wolfhart Hauser, who has served as a Non-Executive Director since 2013, will succeed Lisa Hook as the Senior Independent Director.

SENIOR MANAGEMENT

The executive officers of RELX PLC, RELX NV and RELX Group plc, other than Directors, at February 24, 2016 were:

Henry Udow : Chief Legal Officer and Company Secretary of RELX PLC and RELX Group plc. A US and British citizen who is admitted to the Bar of New York State. Joined the Group in 2011. Prior to joining the Group he was Chief Legal Officer and Company Secretary of Cadbury plc.

Ian Fraser: Human Resources Director of RELX Group plc. Joined the Group in 2005. Prior to joining the Group, he was Human Resources Director at BHP Billiton plc and, before that, held senior positions in human resources at Charter plc and Woolworths plc.

Jans van der Woude: Company Secretary and Legal Counsel of RELX NV. A Dutch lawyer. Prior to joining the Group in 2009 was legal advisor to Corporate Express NV. Before that was Corporate Legal Director of TNT NV, having previously been General Counsel at Getronics NV.

 

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COMPENSATION

The remuneration policy as approved by RELX PLC shareholders at the 2014 Annual General Meeting continues to apply unchanged and is hereby incorporated by reference to Exhibit 15.3.

The policy relating to payment for loss of office of Executive Directors and Non-Executive Directors is set out on pages 8 to 10 of Exhibit 15.3 and is incorporated herein by reference.

Compensation of executive officers

The aggregate compensation (salary, annual incentive, benefits, pension, cash allowance in lieu of pension and dividend equivalents received in respect of shares vested during 2015 under BIP and LTIP) paid during 2015 (and in respect of the annual incentive earned in respect of 2015) to those who were executive officers (other than Directors) of RELX Group as at February 24, 2016 for the year ended December 31, 2015 was £2,774,539, which included contributions made to the pension plans in respect of such officers of £85,337.

 

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ANNUAL REMUNERATION REPORT

The Annual Remuneration Report is set out on pages 78 to 90 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

 

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SHARE OWNERSHIP

Multi-year incentive interests

This information is set forth under the headings ‘Multi-year incentive interests’ on page 85 and 86 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

The Group

As of December 31, 2015 we operated and/or had awards outstanding under a number of equity-based plans as follows:

 

(i) All-Employee Equity-Based Plans

The following two plans are local all-employee equity based plans:

 

(a) UK SAYE Share Option Scheme (the SAYE Scheme)

Options over RELX PLC ordinary shares have been granted under the SAYE Scheme. Shares may be acquired at not less than the higher of (i) 80% of the closing market price for the relevant share on The London Stock Exchange three dealing days before invitations to apply for options are issued, and (ii) if new shares are to be subscribed, their nominal value.

All UK employees of RELX Group plc and participating companies under its control in employment at the date of invitation are entitled to participate in the SAYE Scheme. In addition, the Directors of RELX Group plc may permit other employees of RELX Group plc and participating companies under its control to participate.

Invitations to apply for options may normally only be issued within 42 days after the announcement of our consolidated results for any period. No options may be granted more than 10 years after the approval of the scheme. A new 2013 SAYE Share Option Scheme was implemented during 2013. It replaced the 2003 SAYE Share Option Scheme, under which the final grant of options permitted within the scheme’s 10 year validity period was made during 2012. Outstanding options granted under the 2003 SAYE Share Option Scheme will remain capable of exercise until 2018.

On joining the SAYE Scheme, a save as you earn contract (a Savings Contract) must be entered into with an appropriate savings body, under which savings of between £10 and £500 per month may be made to such savings body for a period of three or five years. A bonus may be payable under the Savings Contract at the end of the savings period. Bonus rates are determined by HMRC. The amount of the monthly contributions may be reduced if applications exceed the number of RELX PLC ordinary shares available for the grant of options on that occasion.

The number of RELX PLC ordinary shares over which an option may be granted is limited to that number of shares which may be acquired at the exercise price out of the repayment proceeds (including any bonus) of the Savings Contract.

Options under the SAYE Scheme may normally only be exercised for a period of six months after the bonus date under the relevant Savings Contract. However, options may be exercised earlier than the normal exercise date in certain specified circumstances, including death, or on ceasing employment on account of injury, disability, redundancy, reaching the specified retirement age, or upon retirement under our self-standing retirement policy for the SAYE Scheme or the sale of the business or subsidiary for which the participant works, or on ceasing employment for any other reason, or provided the option has been held for at least three years. Exercise is allowed in the event of an amalgamation, reconstruction or take-over of the company whose shares are under option; alternatively, such options may, with the agreement of an acquiring company or a company associated with it, be exchanged for options over shares in the acquiring company or that associated company. Options may also be exercised in the event of the voluntary winding-up of the company whose shares are under option. In the event that options are exercised before the bonus date, the participant may acquire only the number of shares that can be purchased with the accumulated savings up to the date of exercise, plus interest (if any).

In the event of any capitalisation or rights issue by RELX PLC or RELX NV, or of any consolidation, subdivision or reduction of their share capital, the number of shares subject to any relevant option and/or the exercise price may be adjusted with the approval of HMRC, subject to the independent auditors of RELX Group plc confirming in writing that such adjustment is, in their opinion, fair and reasonable.

The executive directors have waived their right to participate in the SAYE Scheme.

 

(b) Netherlands convertible debenture stock arrangements

This facility consists of an annual issue by RELX NV of a convertible debenture loan (the Netherlands Convertible Debenture Stock Scheme) that is open for subscription by staff employed by our companies in the Netherlands or temporarily seconded to affiliates abroad. The interest rate of the scheme is determined quarterly on the basis of the highest market rates on internet savings which can be withdrawn at a day’s notice in the Netherlands. Employees can annually subscribe for one or

 

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more debentures of €200 each, up to a maximum amount equal to 20% of the equivalent of 15 times the employee’s fixed gross monthly salary, including any fixed monthly allowances, but excluding any non-monthly salary components (holiday pay, annual incentives, profit shares etc). Interest is payable in arrears in the month of January following the subscription year. The loans have a term of 10 years. During the 10-year term of the loan employees can decide to convert their claim on RELX NV into shares at an exercise price equal to the price of a RELX NV share on Euronext Amsterdam on the last dealing day of the month in which the employee has subscribed for the loan (the exercise price). Each debenture of €200 can be converted into 50 shares in RELX NV against payment of 50 times the exercise price, less €200.

 

(ii) Executive Equity-Based Plans

Our executive equity-based plans comprise:

 

(a) Long-term incentive plan (LTIP)

The LTIP 2013 applies to senior executives (including executive officers and executive directors). Awards may be granted as performance share awards or nil-cost options but it is currently intended to only grant performance share awards. Awards vest subject to performance measured over three financial years. Awards may be satisfied with new issue shares, a transfer of treasury shares or shares purchased in the market, but it is currently intended to continue the existing practice of satisfying awards with shares purchased in the market. The performance measures and targets applicable to awards granted in 2015 under this plan are set forth on page 83 of the Group’s Annual Reports and Financial Statements 2015 and are incorporated herein by reference to Exhibit 15.2. The vesting of awards is also subject to participants meeting a minimum shareholding requirement and continued employment (except for certain categories of approved leavers). Dividend equivalents accrue over the performance period and are paid out in cash at the end to the extent that the awards vest. Further, shares vested from awards granted to the executive directors from 2014 onwards are subject to a further six months holding period post vesting.

 

(b) Executive share option schemes (ESOS)

The plans in this category comprise the Executive Share Option Scheme 2013 (ESOS 2013) and the Share Option Scheme 2003 (ESOS 2003). Details of the ESOS 2003 have been disclosed in previous Annual Reports on Form 20-F.

The ESOS 2013 applies to around 1,000 executives (including executive officers and executive directors). Market value options are granted which vest (subject to performance in the case of executive directors) after three years and remain exercisable, subject to continued employment, until the tenth anniversary of grant. Options may be satisfied with new issue shares, a transfer of treasury shares or shares purchased in the market, but it is currently intended to continue the existing practice of satisfying options with new issue shares. The performance measure and targets applicable to options granted in 2015 under this plan to executive directors are set forth on page 83 of the Group’s Annual Reports and Financial Statements 2015 and are incorporated herein by reference to Exhibit 15.2.

ESOS 2003 has options outstanding under it but no further options have been granted under this plan since 2013.

 

(c) Bonus investment plans (BIP)

The Bonus Investment Plan 2010 (BIP 2010) is a voluntary plan aimed at encouraging personal investment in, and ongoing holding of, RELX shares to promote greater alignment with shareholders and support the retention of key talent. Details of the BIP 2010 have been disclosed in previous Annual Reports on Form 20-F. Awards were made in 2015 under BIP 2010 to senior executives (including executive officers and executive directors). The performance measures and targets applicable to awards granted in 2015 are set forth on page 83 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

 

(d) Retention Share Plan (RSP) and Restricted Share Plan (RSP 2014)

The RSP is used to facilitate the grant of one-off awards of restricted shares, where appropriate, to senior new hires for example, to buy out share-based awards from previous employment. The restricted shares which have been awarded will be satisfied by shares purchased in the market and executive directors are not eligible to participate. In 2014, the RSP 2014 replaced the RSP for the type of awards described above. No awards have yet been granted under the RSP 2014.

Since 2006, employees eligible to participate in the ESOS (see (b) above), other than executive directors, have been able to choose prior to the date of grant whether to receive all or part of their grant in the form of restricted shares based on a pre-determined conversion ratio of one share for every five options that would otherwise be granted to them under ESOS. The RSP is the vehicle used to deliver the award of such restricted shares. The restricted shares vest after the expiry of three years

 

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from the date of grant, subject to the participant remaining employed by us or a participating company under our control. The restricted shares awarded are satisfied by shares purchased in the market.

Share options and conditional share awards

At February 24, 2016 the total number of shares subject to outstanding options was:

 

     Number of
outstanding
options
     Options over
shares
   Option price
range
 

UK SAYE Scheme

     2,379,322       RELX PLC    £ 4.108-£9.496   

Netherlands Convertible Debenture Stock Scheme

     2,000,914    RELX NV    4.781-€16.385 ** 

ESOS

     5,804,789       RELX PLC
   4.665-€11.60   
     6,314,183    RELX NV    5.403-€15.38 ** 

 

* The number of options outstanding over RELX NV ordinary shares reflects the change in the equalisation ratio and bonus share issue of 0.538 shares (options) for every one RELX NV ordinary share (option) held.

 

** Reflects the change in the equalisation ratio and bonus share issue effective from July 1, 2015.

Share options are expected, upon exercise, to be met principally by the issue of new RELX shares, but may also be met from shares held by the Employee Benefit Trust.

At February 24, 2016 the following conditional share awards were also outstanding:

 

     Number of
outstanding
awards
     Awards over
shares in
 

LTIP

     2,940,850         RELX PLC   
     3,150,020         RELX NV   

BIP*

     2,245,333         RELX PLC   
     2,090,714         RELX NV   

RSP

     1,144,843         RELX PLC   
     1,029,057         RELX NV   

Other**

     65,656         RELX PLC   
     72,229         RELX NV   

 

* Comprises RELX ordinary shares and RELX ADRs.

 

** Performance share award granted to Nick Luff on September 2, 2014 with a performance period ended December 31, 2015. This award was not granted under an existing plan – the award of RELX PLC ordinary shares falls within paragraph 9.4.2(2)R of the UK Listing Rules and the award of RELX NV ordinary shares was approved by shareholders at the Annual General Shareholders’ Meeting of RELX NV on April 23, 2014. These awards will be satisfied with shares purchased in the market.

Share ownership

The interests of those individuals who were Directors of RELX PLC and RELX NV as at December 31, 2015 in the issued share capital of the respective companies at the beginning and end of the year are shown under the heading ‘Statement of Directors’ shareholdings and other share interests’ on page 84 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

The interests of the current executive directors of RELX PLC and RELX NV in the issued share capital of the respective companies as at March 7, 2016 were:

 

     Interest in
RELX
PLC shares
     Interest in
RELX
NV shares*
 

Erik Engstrom

     160,036         803,742   

Nick Luff

     100,010         108,960   

 

* Comprises ordinary shares and ADRs.

 

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Shares and options held by executive officers

The following table indicates the total aggregate number of RELX PLC and RELX NV securities beneficially owned (comprising ordinary shares and ADRs) and the total aggregate number of share options (comprising ordinary shares only) and conditional share awards (comprising ordinary shares and ADRs) held by the executive officers (other than Directors) of RELX Group plc (three persons) in office as of February 24, 2016:

 

     RELX PLC
shares
     RELX
PLC
ordinary
shares
subject to
options
     RELX
PLC
conditional
share
awards
     RELX NV
shares
     RELX NV
ordinary
shares
subject to
options
     RELX NV
conditional
share
awards
 

Executive officers (other than Directors)

     239,264         149,483         455,285         114,179         187,659         356,644   

 

The options over RELX PLC ordinary shares included in the above table are exercisable at prices ranging from £5.155 to £11.52 per share and between the date hereof and 2025. The options over RELX NV ordinary shares included in the above table are exercisable at prices ranging from €5.832 to €15.365 per share and between the date hereof and 2026. The RELX PLC and RELX NV conditional share awards included in the above table will vest between 2016 and 2018.

 

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BOARD PRACTICES

THE GROUP

Membership of the Boards of RELX PLC, RELX NV and RELX Group plc is aligned. All of the Directors of RELX Group plc are also Directors of RELX PLC and RELX NV. RELX NV may nominate for appointment up to two Non-Executive Directors who are not appointed to the Boards of either RELX PLC or RELX Group plc. Subject to shareholders of RELX PLC and RELX NV re-electing those Directors who are standing for re-election at their respective Annual General Meetings in 2016, all the Directors of RELX Group plc will also be Directors of RELX PLC and of RELX NV. For a complete description of the Board membership positions and executive officer positions within the Group, see “Directors” and “Senior Management” on page 29. Details of the membership of the Audit Committees of RELX Group plc, RELX PLC and RELX NV and details of the membership of the Remuneration Committee are given under “Directors” on page 29.

RELX GROUP PLC

The RELX Group plc Board consists of two Executive Directors and eight Non-Executive Directors. A person may only be appointed or proposed or recommended for appointment to the Board if that person has been nominated for that appointment by the joint Nominations Committee of RELX PLC and RELX NV. Persons nominated by the Nominations Committee will be required to be approved by the RELX Group plc Board, prior to appointment to the RELX Group plc Board.

Decisions of the Board of Directors of RELX Group plc require a simple majority, and the quorum required for meetings of the Board of RELX Group plc is any two Directors.

The RELX Group plc Board has established the following Committees:

 

   

Audit — currently comprising four independent Non-Executive Directors; and

 

   

Remuneration — currently comprising three independent Non-Executive Directors and the Chairman of RELX Group plc.

Copies of the terms of reference of the Audit Committee and the Remunerations Committee are available on request and can be viewed on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Arrangements established at the time of the merger of RELX PLC’s and RELX NV’s businesses provide that, if any person (together with persons acting in concert with him) acquires shares, or control of the voting rights attaching to shares, carrying more than 50% of the votes ordinarily exercisable at a general meeting of RELX PLC or RELX NV and has not made a comparable takeover offer for the other party, the other party may by notice suspend or modify the operation of certain provisions of the merger arrangements, such as (i) the right of the party in which control has been acquired (the “Acquired Party”) to appoint or remove directors of RELX PLC, RELX NV and RELX Group plc and (ii) the Standstill Obligations (defined below) in relation to the Acquired Party. Such a notice will cease to apply if the person acquiring control makes a comparable offer for all the equity securities of the other within a specified period or if the person (and persons acting in concert with him) ceases to have control of the other.

In the event of a change of control of one parent company and not the other (where there has been no comparable offer for the other), the parent company which has not suffered the change in control will effectively have the sole right to remove and appoint directors of RELX Group plc. Also, a director removed from the Board of a parent company which has suffered a change in control will not have to resign from the Board of the other parent company or RELX Group plc.

The articles of association of RELX Group plc contain certain restrictions on the transfer of shares in RELX Group plc. In addition, pursuant to arrangements established at the time of the merger, neither RELX PLC nor RELX NV may acquire or dispose of any interest in the share capital of the other or otherwise take any action to acquire the other without the prior approval of the other (the “Standstill Obligations”). The Panel on Takeovers and Mergers in the United Kingdom (the “Panel”) has stated that in the event of a change of statutory control of either RELX PLC or RELX NV, the person or persons acquiring such control will be required to make an offer to acquire the share capital of RELX Group plc held by the other, in accordance with the requirements of the City Code on Takeovers and Mergers in the United Kingdom. This requirement would not apply if the person acquiring statutory control of either RELX PLC or RELX NV made an offer for the other on terms which are considered by the Panel to be appropriate.

RELX PLC

The RELX PLC Board currently consists of two Executive Directors and eight Non-Executive Directors. A person may only be appointed or proposed or recommended for appointment to the Board if that person has been nominated for that appointment by the joint Nominations Committee of RELX PLC and RELX NV. Persons nominated by the Nominations

 

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Committee will be required to be approved by the RELX PLC Board, prior to the appointment to the RELX PLC Board. A copy of the terms of reference of the Nominations Committee is available on request and can be viewed on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Notwithstanding the provisions outlined above in relation to the appointment to the Board, RELX PLC shareholders retain their rights under RELX PLC’s articles of association to appoint Directors to the RELX PLC Board by ordinary resolution. RELX PLC shareholders may also, by ordinary resolution, remove a Director from the Board of RELX PLC, and in such circumstances that Director will also be required to be removed or resign from the Boards of RELX NV and RELX Group plc (except in circumstances where there has been a change of control of RELX PLC and not RELX NV).

The RELX PLC Board has also established the following Committees:

 

   

Audit — currently comprising four independent Non-Executive Directors;

 

   

Corporate Governance — a joint Committee of RELX PLC and RELX NV, comprising all Non-Executive Directors of each company; and

 

   

Nominations — a joint Committee of RELX PLC and RELX NV, currently comprising four Non-Executive Directors including the Chairman of the Board.

RELX Group plc has established a Remuneration Committee, which is responsible for determining the remuneration policy (subject to shareholder approval) and monitoring and deciding its implementation for the Executive Directors of RELX PLC and RELX Group plc, and considering the remuneration for the Executive Directors of RELX NV.

Under the articles of association of RELX PLC, one third of the Directors shall retire from office and, if they wish, make themselves available for re-election by shareholders at the Annual General Meeting. Notwithstanding these provisions in the articles of association, in accordance with the provisions of the UK Corporate Governance Code all Directors normally retire and offer themselves for re-election at each Annual General Meeting.

RELX NV

RELX NV has a unitary board comprising both Executive and Non-Executive Directors. The Board currently comprises two Executive Directors and eight Non-Executive Directors. Directors shall be appointed by the General Meeting upon a proposal of the Non-Executive Directors based on a nomination for appointment by the joint Nominations Committee of RELX NV and RELX PLC. The articles of association of RELX NV provide that a resolution of the General Meeting to appoint a Director other than in accordance with a proposal of the Board can only be taken by a majority of at least two-thirds of the votes cast if less than one-half of RELX NV’s issued capital is represented at the meeting.

The General Meeting of RELX NV may also, by ordinary resolution, resolve to suspend or dismiss each Director of RELX NV. In addition, each Executive Director of the Board can, at any time, be suspended by the Board. In such circumstances that Executive Director will also be required to be removed or resign from the Boards of RELX PLC and RELX Group plc (except in circumstances where there has been a change of control of RELX NV and not RELX PLC).

The RELX NV Board has established the following committees:

 

   

Audit — currently comprising four Non-Executive Directors;

 

   

Corporate Governance — a joint Committee of RELX NV and RELX PLC, comprising all Non-Executive Directors of each company; and

 

   

Nominations — a joint Committee of RELX NV and RELX PLC, currently comprising four Non-Executive Directors including the Chairman of the Board.

RELX Group plc has established a Remuneration Committee, which is responsible for considering the remuneration for the Executive Directors of RELX NV, and determining the remuneration policy (subject to shareholder approval) and monitoring its implementation for the Executive Directors of RELX Group plc and RELX PLC.

Under the Articles of Association of RELX NV, a Director of RELX NV shall retire no later than on the day on which the first General Meeting is held following the lapse of three years after his appointment, with the possibility of re-appointment and shall retire periodically in accordance with a rotation plan drawn up by the Board. Notwithstanding these provisions in the articles of association, in accordance with the provisions of the UK Corporate Governance Code all Directors retire and seek re-appointment at each Annual General Meeting. To align the arrangements regarding appointment for the Boards of RELX NV and RELX PLC annual re-appointment shall not affect the term of their three-year appointment. As a general rule, Non-Executive Directors serve for two three-year terms. The Nominations Committee may recommend that individual Non-Executive Directors serve up to one additional three-year term. A schedule with the anticipated dates of

 

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retirement of Directors is published on our website, www.relx.com. A copy of the terms of reference of the Nominations Committee is available on request and can be viewed on our website. The information on our website is not incorporated by reference into this report.

EMPLOYEES

The number of people employed is disclosed in note 5 to the consolidated financial statements, set forth under the heading ‘Personnel’ on page 103 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

The Board of RELX Group plc is fully committed to the concept of employee involvement and participation, and encourages each of its businesses to formulate its own tailor-made approach with the co-operation of employees. We are an equal opportunity employer, and recruit and promote employees on the basis of suitability for the job. Appropriate training and development opportunities are available to all employees. A code of ethics and business conduct applicable to employees within the Group has been adopted throughout its businesses.

 

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ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

RELX PLC

Substantial share interests

As at March 7, 2016, we had been notified by the following shareholders that they held an interest of 3% or more in voting rights (1) of the issued share capital of RELX PLC. The number of shares and percentage interests stated below are as disclosed at the date on which the interests were notified to us:

 

Identity of Person or Group (2)

   Number of
Shares
     % of Class  

BlackRock, Inc

     107,062,804         9.62   

Invesco Limited

     58,810,637         5.03   

Legal & General Group plc

     41,300,403         3.40   

 

(1) Under the UK Disclosure and Transparency Rules, subject to certain limited exceptions, persons or groups with an interest of 3% or more in voting rights of the issued RELX PLC ordinary share capital are required to notify both RELX PLC and the UK Financial Conduct Authority of their interest. Shares held in treasury, which do not carry voting rights, are disclosed on page 44.

 

(2) Under the UK Large and Medium-sized Companies and Groups (Financial Statements and Reports) Regulations 2008, RELX PLC is required to disclose information they are aware of regarding the identity of each person with a significant direct or indirect holding of securities in RELX PLC as at the financial year end.

As far as RELX PLC is aware, except as disclosed herein, it is neither directly or indirectly owned nor controlled by one or more corporations or by any government.

At December 31, 2015 there were 16,333 ordinary shareholders, including the depositary for RELX PLC’s ADR programme, with a registered address in the United Kingdom, representing 99.13% of shares issued.

RELX PLC is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of RELX PLC. The major shareholders of RELX PLC do not have different voting rights to other ordinary shareholders.

RELX NV

Substantial share interests

As of March 7, 2016, we were aware of the following disclosable interests of 3% or more in the issued RELX NV shares based on the public database of and on notification received from the Netherlands Authority for the Financial Markets (1) or provided as a Schedule 13G filing (2) . The number of shares and percentage interests stated below are as disclosed on the date on which the interests were notified to us:

 

Identity of Person or Group

   Number
of Shares
     % of Class  

BlackRock, Inc

     84,830,441         8.10   

RELX NV (3)

     54,292,694         5.18   

The Bank of New York Mellon Corporation

     37,297,924         5.04   

Causeway Capital Management LLC

     50,989,287         4.86   

FIL Limited

     43,038,441         4.11   

Henderson Group Plc

     22,678,471         3.06   

Jupiter Asset Management Limited

     31,545,168         3.01   

 

(1) Under Article 5:38 of the Netherlands Financial Markets Supervision Act, any person acquiring or disposing of shares or voting rights in public companies established under the laws of the Netherlands listed on a stock exchange in the European Union, is required to notify the Netherlands Authority for the Financial Markets (AFM) without delay if such person knows, or should know, that such interest therein reaches, exceeds or drops below a 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95% threshold. No interest in the shares or voting rights of RELX NV of 10% or more has been disclosed in the AFM’s registers.

 

(2) The Securities Exchange Act of 1934, as amended, requires any person who has, as at the end of the calendar year, a direct or indirect beneficial interest in 5% or more of the issued share capital of a company, to file a statement on Schedule 13G with the Securities and Exchange Commission reporting such interest within 45 days following the end of the calendar year.

 

(3) Under Dutch regulations, RELX NV is required to notify the AFM if it acquires shares in its own capital as a result of which its percentage of shares in its own capital reaches, exceeds or falls below certain thresholds (including 3% and 5%).

 

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As far as RELX NV is aware, except as disclosed herein, it is neither directly nor indirectly owned or controlled by any single corporation or corporations acting jointly, nor by any government.

RELX NV is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of RELX NV. The major shareholders of RELX NV do not have different voting rights to other ordinary shareholders.

RELATED PARTY TRANSACTIONS

Transactions with joint ventures and key management personnel, comprising the Executive and Non-Executive Directors of RELX PLC and RELX NV, are set out in note 28 to the consolidated financial statements set forth under the heading ‘Related party transactions’ on page 136 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

Further details of remuneration of key management personnel are set out in “Item 6 — Directors, Senior Management and Employees”.

 

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ITEM 8: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

See Item 18: Financial Statements, incorporated herein by reference.

There were no subsequent events after the balance sheet date which would require disclosure in the consolidated financial statements for the year ended December 31, 2015.

DIVIDEND POLICY

Dividends to RELX PLC and RELX NV shareholders are, other than in special circumstances, equalised at the gross level, including the benefit of the prevailing UK attributable tax credit of 10% available to certain RELX PLC shareholders. The UK government has announced that dividend tax credits will be abolished with effect from April 6, 2016, impacting dividends paid after this date. The exchange rate used for each dividend calculation as defined in the RELX Group governing agreement is the average of the closing mid-point spot euro:sterling exchange rate for the five consecutive business days commencing with the tenth business day before the dividend determination date. The Boards of RELX PLC and RELX NV have adopted dividend policies in recent years in respect of their equalised dividends that, subject to currency considerations, more closely align dividend growth with growth in adjusted earnings, consistent with the dividend normally being covered over the longer term at least two times by adjusted earnings (i.e. before the amortisation of acquired intangible assets, acquisition related costs, net financing charge on defined benefit pension schemes, disposal gains and losses and other non operating items, related tax effects, other deferred tax credits from intangible assets and exceptional prior year tax credits).

LEGAL PROCEEDINGS

Various of the Group’s subsidiaries operating in the United States have been the subject of legal proceedings and federal and state regulatory actions relating to data security breaches, pursuant to which unauthorised persons obtained personal identifying information from our databases, or alleged breaches of privacy laws in connection with the obtaining and disclosure by such subsidiaries of information without the consent of the individuals involved. The principal actions and investigations have been settled, with the substantial portion of cash payments agreed to be paid by these subsidiaries being reimbursed by insurance and third-party indemnities. The settlements generally require strict data security programs, submissions of regulatory reports and on-going monitoring by independent third parties to ensure our compliance with the terms of those settlements. While the costs of such on-going monitoring will be borne by us, neither the costs of compliance nor the costs of such on-going monitoring are expected to have a material adverse effect on our financial position or the results of our operations.

Many of the products offered by Risk & Business Analytics are subject to regulation under the US Fair Credit Reporting Act (“FCRA”), Gramm Leach Bliley Act (“GLBA”), Driver’s Privacy Protection Act (“DPPA”) and related state laws requiring that we meet certain obligations in connection with the disclosure of information. Certain of these laws further provide for statutory penalties and attorneys’ fees for non-compliance. In the normal course of its business, Risk & Business Analytics deals with individual and class action lawsuits claiming violation of one or more of these statutes. Other than pending matters, to date, these cases have either been settled or successfully defended with a substantial portion of cash payments agreed to be paid by our insurance providers. These proceedings have not had, and are not expected to have, a material adverse effect on our financial position or the results of our operations.

We are party to various other legal proceedings arising in the ordinary course of our business, the ultimate resolutions of which are not expected to have a material adverse effect on our financial position or the results of our operations.

 

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ITEM 9: THE OFFER AND LISTING

TRADING MARKETS

RELX PLC

The RELX PLC ordinary shares are listed on the London Stock Exchange and the New York Stock Exchange. The London Stock Exchange is the principal trading market for RELX PLC ordinary shares. Trading on the New York Stock Exchange is in the form of American Depositary Shares (ADSs), evidenced by American Depositary Receipts (ADRs) issued by Citibank N.A., as depositary. Each ADS represents one RELX PLC ordinary share.

The table below sets forth, for the periods indicated, the high and low closing middle market quotations for the RELX PLC ordinary shares on the London Stock Exchange as derived from the Daily Official List of the London Stock Exchange and the high and low last reported sales prices in US dollars for the RELX PLC ADSs on the New York Stock Exchange, as derived from the New York Stock Exchange Composite Tape, and reported by Bloomberg:

 

         Pence per ordinary share              US dollars per ADS      

Calendar Periods

   High      Low      High      Low  

2015

     1,220         1,011         18.38         15.63   

2014

     1,113         866         17.44         14.43   

2013

     899         641         15.01         10.25   

2012

     652         469         10.51         7.23   

2011

     591         461         9.44         7.40   

2015

           

Fourth Quarter

     1,220         1,119         18.32         17.16   

Third Quarter

     1,132         1,011         17.67         15.63   

Second Quarter

     1,179         1,035         17.44         16.21   

First Quarter

     1,188         1,066         18.38         16.19   

2014

           

Fourth Quarter

     1,113         939         17.44         14.92   

Third Quarter

     1,011         917         16.64         15.80   

Second Quarter

     959         866         16.32         14.60   

First Quarter

     935         878         15.64         14.43   

2013

           

Fourth Quarter

     899         822         15.01         13.17   

Third Quarter

     854         761         13.60         11.55   

Second Quarter

     796         715         12.10         11.09   

First Quarter

     782         641         11.88         10.25   

Month

           

February 2016

     1,253         1,126         17.97         16.51   

January 2016

     1,230         1,135         17.81         16.48   

December 2015

     1,220         1,137         18.32         17.39   

November 2015

     1,198         1,147         18.21         17.53   

October 2015

     1,174         1,119         18.12         17.16   

September 2015

     1,132         1,019         17.39         15.63   

Following the corporate restructuring, RELX PLC ADSs were adjusted such that one RELX PLC ADS represents one RELX PLC share. Prior year comparatives have been adjusted retrospectively to reflect this change.

RELX NV

The RELX NV shares are quoted on Euronext Amsterdam NV and the New York Stock Exchange. Euronext Amsterdam is the principal trading market for RELX NV shares. Trading on the New York Stock Exchange is in the form of ADSs, evidenced by ADRs issued by Citibank N.A., as depositary. Each ADS represents one RELX NV share.

 

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The table below sets forth, for the periods indicated, the high and low closing middle market quotations for the RELX NV shares on Euronext Amsterdam as derived from the Officiële Prijscourant of Euronext Amsterdam and the high and low last reported sales prices in US dollars for the RELX NV ADSs on the New York Stock Exchange, as derived from the New York Stock Exchange Composite Tape, and reported by Bloomberg:

 

         € per ordinary share              US dollars per ADS      

Calendar Periods

   High      Low      High      Low  

2015

     16.50         12.42         17.45         14.78   

2014

     12.97         9.56         16.03         13.26   

2013

     10.28         7.27         13.98         9.42   

2012

     7.39         5.31         9.62         6.62   

2011

     6.68         4.93         9.05         6.90   

2015

           

Fourth Quarter

     16.50         14.34         17.45         16.30   

Third Quarter

     15.45         13.21         16.81         14.95   

Second Quarter

     15.65         13.74         16.58         15.23   

First Quarter

     15.40         12.42         16.75         14.78   

2014

           

Fourth Quarter

     12.97         10.67         16.03         13.66   

Third Quarter

     11.77         10.55         15.12         14.34   

Second Quarter

     10.95         9.56         14.94         13.26   

First Quarter

     10.55         9.81         14.47         13.29   

2013

           

Fourth Quarter

     10.28         9.40         13.98         12.70   

Third Quarter

     9.80         8.45         13.18         10.95   

Second Quarter

     8.73         7.97         11.18         10.47   

First Quarter

     8.69         7.27         11.11         9.42   

Month

           

February 2016

     15.44         13.65         16.94         15.51   

January 2016

     15.37         13.97         16.76         15.42   

December 2015

     16.50         14.91         17.45         16.51   

November 2015

     16.41         15.53         17.36         16.72   

October 2015

     15.57         14.34         17.21         16.30   

September 2015

     14.57         13.33         16.46         14.95   

Following the corporate restructuring, RELX NV ADSs were adjusted such that one RELX NV ADS represents one RELX NV share. Prior year comparatives for ordinary shares and ADSs have been adjusted retrospectively to reflect this change.

 

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ITEM 10: ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION

RELX PLC

A copy of RELX PLC’s current Articles of Association (the “Articles”) is filed as Exhibit 1.1 — see “Item 19: Exhibits” on pages S-3 and S-4.

The following is a summary of the current Articles. As a summary, it is not exhaustive and is qualified in its entirety by reference to UK law and the Articles.

Company’s Objects

RELX PLC’s objects are unrestricted.

Share Capital

As at December 31, 2015 issued ordinary share capital comprised 1,175.9 million shares of 14  51 / 116 p. At December 31, 2015 shares held in treasury totalled 69.3 million. Of these, 5.4 million ordinary shares were held by the Employee Benefit Trust and 63.9 million ordinary shares were held in treasury by RELX PLC. During 2015, RELX PLC bought back 25.7 million ordinary shares to be held in treasury pursuant to the authority given by shareholders at the Annual General Meeting held on April 23, 2015 and the previous authority given by shareholders at the Annual General Meeting held on April 24, 2014. On December 2, 2015, RELX PLC cancelled 31.5 million ordinary shares held in treasury. These share purchases and cancellations are reflected in the number of ordinary shares held in treasury at the year end.

RELX PLC by ordinary resolution and subject to the UK Companies Act 2006 (the “Act”) may:

 

  1. Allot shares up to a limit of 1/3 of the issued share capital, a further 1/3 of the issued share capital may be allotted but only in connection with a fully pre-emptive rights issue;

 

  2. Sub-divide all or part of the share capital into shares of a smaller nominal value than the existing shares; and

 

  3. Consolidate and divide all or part of the share capital into shares of a larger nominal value than the existing shares.

All shares created by an increase of RELX PLC’s share capital by consolidation, division or sub-division shall be subject to all the provisions of the Articles.

RELX PLC by special resolution and subject to the Act may:

 

  1. Disapply shareholders pre-emption rights on new issue shares up to a limit of 5% of the issued share capital;

 

  2. Buy back its own shares up to a limit of 10% of the issued share capital; and

 

  3. Reduce its share capital.

Transfer of ordinary shares

A certificated shareholding may be transferred in the usual form or in any other form approved by the Board. The Board in its discretion may refuse to register the transfer of a certificated share which is not fully paid and may also refuse to register the transfer of a certificated share unless the instrument of transfer:

 

  1. is stamped or certified and lodged, at the registered office or other place that the Board decide, accompanied by the relevant share certificate and any other evidence that the Board may reasonably require to prove a legitimate right to transfer;

 

  2. is in respect of only one class of shares; and

 

  3. is in favour of not more than four transferees.

Where the Board refuses to register a transfer of certificated shares, it must notify the transferee of the refusal within two months after the date on which the instrument of transfer was lodged with RELX PLC.

For those members holding uncertificated shares, such transfers must be conducted using a relevant system as defined in the UK Uncertificated Securities Regulations 2001.

 

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Untraced shareholders

RELX PLC is entitled to sell any of its ordinary shares if;

 

  1. during the period of twelve years prior to the publication of any advertisement stating the intent to sell, at least three dividends have become payable on the shares which have remained uncashed; and

 

  2. during the period of three months following the publication of any advertisement stating the intent to sell, RELX PLC has received no indication of the location, or existence of the member, or the person entitled to the shares by way of transmission.

Dividend Rights

Subject to the provisions of the Act, the shareholders may by ordinary resolution declare a dividend no larger than the amount recommended by the Board. Interim dividends may also be payable if the Board deems that there is sufficient profit available for distribution. Except as otherwise provided by the rights attached to the shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is declared. No dividend payable in respect of a share shall bear interest against RELX PLC, unless otherwise provided by the rights attached to the share.

Unclaimed dividends

Any dividend which remains unclaimed for 12 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to be owed by RELX PLC to the shareholder. RELX PLC may stop issuing dividend cheques or warrants:

 

  1. Where on at least two consecutive occasions dividend cheques/warrants are left uncashed or returned undelivered; or

 

  2. Where after one such occasion reasonable enquiries have failed to establish an updated address.

If the member goes on to claim a dividend or warrant, RELX PLC must recommence issuing dividend cheques and warrants.

Distribution of assets on winding up

In the event of RELX PLC being wound up, on the authority of a special resolution of RELX PLC and subject to the UK Insolvency Act 1986 (as amended) the liquidator may:

 

  1. Divide among the members the whole or any part of the assets of RELX PLC.

 

  2. Value any assets and determine how the division should be made between the members or different classes of members.

 

  3. Place the whole or any part of the assets in trust for the benefit of the members and determine the scope and terms of these trusts.

A member cannot be compelled to accept an asset with an inherent liability.

Variation of rights

Subject to the Act, where the capital of RELX PLC is divided into different classes of shares, the unique rights attached to the respective classes may be varied or cancelled:

 

  1. With the written consent of the holders of 75% in nominal value of the issued shares of the class (excluding any treasury shares held in that class); or

 

  2. By authority of a special resolution passed at a separate general meeting of the holders of the shares of the class.

General meetings of shareholders

Subject to the Act, RELX PLC must hold a general meeting as its annual general meeting within six months from January 1 every year. The Board may convene a general meeting when necessary and must do so promptly upon requisition by the shareholders. The notice period for annual general meetings is 21 clear days and 14 clear days for other general meetings. Subject to the Act and the Articles, the notice shall be sent to every member at their registered address. If, on two consecutive occasions notices are sent to a members registered address and have been returned undelivered the member shall not be entitled to receive any subsequent notice.

 

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Voting rights

On a poll, every shareholder present in person or by proxy has one vote for every share of which he is the holder. No member is entitled to vote on a partly paid share. The Board also has the discretion to prevent a member from voting in person or by proxy if they are in default of a duly served notice under section 793 of the Act, concerning a request for information about interest in RELX PLC’s shares.

Directors’ Interests

Subject to the provisions of the Act, where a Director declares an interest to the Board, the Board may authorise the matter proposed to it which would otherwise constitute a conflict of interest and place a Director in breach of their statutory duty. Such authorisation is effective where the Director in question is not included in the quorum for the meeting and the matter was agreed without their vote, or would have been agreed to had their vote not been counted. A Director’s duty to declare an interest does not apply in the circumstances provided for by section 177(5) and 177(6) of the Act. A Director:

 

  1. May be a party to, or otherwise interested in, any transaction or arrangement with RELX PLC or in which RELX PLC is otherwise (directly or interested in);

 

  2. May act solely or with his firm in a professional capacity (not as auditor) for RELX PLC and shall be entitled to remuneration for his professional services, notwithstanding his position as Director; and

 

  3. May be interested in a body corporate in which RELX PLC is directly or indirectly interested or where the relationship between the Director and the body corporate is at the request or direction of RELX PLC.

A Director with a declared interest that has been authorised by the Board, is not accountable to RELX PLC or its shareholders for any benefits received.

Directors’ Remuneration

The remuneration of any Executive Director shall be determined by the Board in accordance with RELX PLC’s Remuneration Policy and may include (without limitation) admission to or continuance of membership of any scheme (including share acquisition schemes), life assurance, pension provision or other such benefits payable to the Director on or after retirement, or to his dependants on or after death.

For Directors who do not hold an executive position in RELX PLC, their ordinary remuneration shall not exceed in aggregate £500,000 per annum or such higher amount as RELX PLC may determine by ordinary resolution from time to time. Each Director shall be paid a fee for their services which is deemed to accrue from day to day at such rate as determined by the Board.

The Directors may grant extra remuneration to any Director who does not hold executive office but sits on any committee of the Board, or performs any other special services at the request of RELX PLC. This extra remuneration may be paid in addition to, or in substitution for the ordinary remuneration.

Directors’ appointment/retirement/removal

The Board may appoint a person willing to act as Director, either to fill a vacancy or as an additional Director, provided the upper limit set by the Articles is not exceeded. RELX PLC may by ordinary resolution remove any Director from office, no special notice need be given and no Director proposed for removal under the Articles has a right of protest against such removal. Directors are not required to hold any shares by way of qualification. Directors are not subject to an age limit requirement for retirement.

Borrowing powers

Subject to the Act, the Board may exercise all the powers of RELX PLC to borrow money, guarantee, indemnify, mortgage or charge its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of RELX PLC or of any third party. Without the authority of an ordinary resolution the directors are prohibited from borrowing an amount equal to the higher of (i) eight thousand million pounds; and (ii) two and a half times the adjusted total of capital and reserves.

Indemnity

Subject to the Act, without bar to any other existing indemnity entitlements, RELX PLC may use its assets to indemnify a Director against liability incurred through negligence, default, breach of duty or breach of trust in relation to RELX PLC’s affairs.

 

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RELX NV

The following is a summary of the principal provisions of RELX NV’s Articles of Association (the “Articles”). As a summary, it is not exhaustive and is qualified in its entirety by reference to Dutch law and the Articles as they read in the Dutch language. The Articles were last amended before a civil law notary in Amsterdam on June 30, 2015 after a shareholders’ resolution was passed to approve such amendment at the Annual General Meeting held on April 22, 2015. A copy of the current Articles is filed as Exhibit 1.2 — see “Item 19: Exhibits” on pages S-3 and S-4.

Share Capital

As at December 31, 2015 RELX NV’s issued share capital comprised 1,048.2 million ordinary shares of 0.07 euro nominal value. At December 31, 2015 shares held in treasury totalled 62.9 million. Of these 5.8 million ordinary shares were held by the Employee Benefit Trust and 57.1 million shares were held in treasury by RELX NV.

At the 2015 Annual General Meeting, shareholders passed a resolution delegating the authority to the Board to acquire shares in RELX NV for a period of 18 months from the date of the Annual General Meeting up to and including October 21, 2016, for the maximum amount of 10% of the issued capital. During the year, 15.8 million ordinary shares were purchased under this and the previous delegation of authority.

A resolution to renew the delegation of the authority to the Board to acquire shares in RELX NV will be submitted to the shareholders at the 2016 Annual General Meeting together with a proposal for approval of the reduction of RELX NV’s capital by cancellation of accumulated shares held in treasury.

Ordinary shares can be registered in a shareholder’s name or held via a book-entry deposit under the Dutch Security Depositary Act.

Issuance of shares

Shares may be issued on the basis of a resolution of the General Meeting, which can designate this authority to the Board, provided that the aggregate nominal value up to which shares may be issued under this designated authority cannot exceed one-third of the sum of (i) RELX NV’s issued share capital at the time the resolution to make the designation is adopted and (ii) the aggregate nominal value of any rights granted by RELX NV to take up shares outstanding at that time.

Pre-emptive rights of existing shareholders may be restricted or excluded by a resolution of the General Meeting and in the event of an issue of shares pursuant to a resolution of the Board, the pre-emptive rights can be restricted or excluded pursuant to a resolution of the Board if the Board is designated competent to do so by the General Meeting.

Acquisition of RELX NV’s own shares

RELX NV is entitled to acquire its own fully paid-up shares or depositary receipts thereof, provided that either the acquisition is for no consideration or that:

 

  (a) RELX NV’s equity after the deduction of the acquisition price, is not less than the sum of the paid-up and called-up part of the issued share capital and the reserves which must be maintained by virtue of the law; and

 

  (b) the nominal value of the shares or depositary receipts thereof, which RELX NV acquires, holds, holds in pledge or which are held by a Subsidiary, does not exceed half of RELX NV’s issued share capital.

An acquisition of RELX NV’s own shares other than for no consideration is only permitted if the General Meeting has granted authorisation to the Board. No voting rights may be exercised on shares held by RELX NV or a Subsidiary and no dividend shall be paid on these shares.

The General Meeting may at the proposal of the Board resolve to reduce RELX NV’s issued share capital through cancellation of shares or through reduction of the nominal value of shares by amendment of the Articles of Association, provided that the issued share capital or the paid-up part thereof will not drop below the amount prescribed by the Dutch Civil Code.

Transfer of shares

The transfer of a share shall require an instrument intended for such purpose and the written acknowledgement by RELX NV of the transfer. The transfer of the rights of a Euroclear-participant with respect to shares which are included in the securities depositary system of Euroclear Nederland shall be effected in accordance with the provisions of the Dutch Security Depositary Act ( Wet giraal effectenverkeer ).

 

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Dividend Rights

Each year the Board shall determine which part of the profits shown in the adopted profit and loss account shall be reserved. After allocation to reserves, the General Meeting shall determine the allocation of remaining profits. Distributions may be made only insofar as RELX NV’s equity exceeds the amount of the paid in and called up part of the issued share capital, increased by the reserves which must be kept by virtue of the law. Dividends shall be paid after adoption of the annual accounts showing that payment of dividends is permitted. Interim distributions may be payable, provided there is sufficient profit available for distribution in accordance with the aforementioned requirements as shown by interim Financial Statements.

The Board

RELX NV has a unitary board comprising Executive and Non-Executive directors. It is established board practice at RELX NV that the Executive and Non-Executive Directors meet together. In performing their duties, the Directors shall act in accordance with the interests of RELX NV and the business connected with it.

The number of Directors is determined by the Board. The number of executive directors shall at all times be less than the number of Non-Executive Directors.

Directors shall be appointed by the General Meeting on the basis of a proposal of the Non-Executive Directors. Under the Articles, directors are appointed for a three-year term, with the possibility of re-appointment. Notwithstanding these provisions in the articles of association and in accordance with the provisions of the UK Corporate Governance Code, all Directors seek annual re-appointment at the Annual General Meeting to align the arrangements regarding appointment for the Boards of RELX NV and RELX PLC.

Executive Directors

The Executive Directors are entrusted with the management of RELX NV. In performing their duties, the Executive Directors shall act in accordance with the interests of RELX NV and the business connected with it. The Board has established rules regarding the decision-making and working methods of the Executive Directors in addition to the Articles. In this context, the Board has also determined the duties for which each Executive Director in particular shall be responsible.

Non-Executive Directors

The duties of the Non-Executive Directors are to supervise the management of the Executive Directors and the general affairs in RELX NV and the business connected with it, and to assist the Executive Directors by providing advice. In performing their duties the Non-Executive Directors shall act in accordance with the interests of RELX NV and the business connected with it. The Non-Executive Directors have established rules regarding their decision-making process and working methods in addition to the Articles.

RELX NV pursues a remuneration policy for the Executive Directors, which is determined by the General Meeting upon a proposal by the Non-Executive Directors. The Remuneration Committee of RELX Group plc makes recommendations to the Non-Executive Directors of RELX NV with regard to the remuneration policy for Executive Directors and the remuneration in all its forms for the Executive Directors.

As a general rule, Non-Executive Directors serve for two three-year terms. Individual Directors may serve up to one additional three-year term.

Suspension/dismissal

Each Director can at any time be suspended or dismissed by the General Meeting. In addition, each Executive Director can at any time be suspended by the Board.

Amendment of the Articles

Amendment of the Articles requires a shareholders’ resolution passed with an absolute majority of the votes cast, provided such resolution is passed at the proposal of the Board. Otherwise, a majority of two-thirds of the votes cast is required in a meeting at which at least half of RELX NV’s issued capital is represented. The notice for such a meeting must state that amendment of the Articles of Association is on the agenda. A copy of the full text of the proposed amendment of the Articles of Association must be made available free of charge to shareholders at the time of notice for the meeting. In accordance with Article 42 of the Articles of Association, only certain provisions in the Articles including provisions governing appointments and dismissals of Directors can be amended upon a proposal of the Board.

 

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General meetings of shareholders

At least once a year, a General Meeting is held. Notices of a General Meeting are posted on our website and are made in accordance with the relevant provisions of the law. This means that the meeting is called at no less than 42 calendar days notice by an announcement on the RELX Group website. The agenda and explanatory notes for the General Meeting are published in advance on the RELX Group website and are available at the listing agent and at the offices of RELX NV from the day of the notice.

The Articles of Association provide for a record date and this has been used at the recent General Meetings. In accordance with Dutch law, the record date will be the 28th day before the date of the General Meeting and the holder of shares as per the record date will be entitled to vote, irrespective of any transfer of such shares between the record date and the date of the General Meeting.

The Annual General Meeting discusses the annual report, adopts the annual accounts, resolves on a proposal to pay a dividend and votes on release from liability of the Directors as separate agenda items in the Annual General Meeting.

Conflict of Interest—Directors

A Director shall not participate in the discussions and decision-making if he has a direct or indirect personal interest in the matter which is conflicting with the interests of RELX NV and the business connected with it. In case because of this no resolution can be adopted by the Executive Directors, the Non-Executive Directors will resolve on the matter. In case because of this no resolution can be adopted by the Non-Executive Directors, the General Meeting will resolve on the matter.

Remuneration

The remuneration policy for Executive Directors is determined by the General Meeting upon a proposal of the Non-Executive Directors. The remuneration of the Executive Directors is determined by the Non-Executive Directors in line with the remuneration policy agreed by the General Meeting. With respect to remuneration in the form of shares in RELX NV and/or rights to subscribe for such shares, the Non-Executive Directors will submit a proposal for approval to the General Meeting.

The Non-Executive Directors receive an annual remuneration. The remuneration of each Non-Executive Director individually, is determined by the Board, with due observance to the remuneration policy for Non-Executive Directors. The maximum amount of annual remuneration shall be determined by the General Meeting and can only be adopted at the proposal of the Board. At the Annual General Meeting in 2011 the maximum amount of remuneration for the Non-Executive Directors was set at €600,000 per annum, for the proportion of the fees borne by RELX NV.

Dissolution of RELX NV

A resolution to dissolve RELX NV requires an absolute majority of the votes cast at the General Meeting. The notice for such a meeting must state that dissolution will be on the agenda. If RELX NV is dissolved by a resolution of the general meeting, the executive directors shall be charged with the liquidation of RELX NV and the Non-Executive Directors with the supervision thereof, subject to the relevant provisions of Book 2 of the Dutch Civil Code.

Assets which remain after payment of the debts shall be transferred to the holders of shares in proportion to the nominal value of their shareholdings.

Indemnity

Under the Articles of Association, to the extent permissible by law, RELX NV shall indemnify and hold harmless each sitting and former Director against the financial consequences of any liabilities or claims, brought by any party other than RELX NV itself or its group companies, in relation to acts or omissions performed or committed in that person’s capacity of director.

EXCHANGE CONTROLS

There is currently no UK or Dutch legislation restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of, respectively, RELX PLC ordinary shares who are non-residents of the United Kingdom and RELX NV ordinary shares who are non-residents of the Netherlands.

There are no limitations relating only to non-residents of the United Kingdom under UK law or RELX PLC’s Articles on the right to be a holder of, and to vote, RELX PLC ordinary shares, or to non-residents of the Netherlands under Dutch law or RELX NV’s Articles on the right to be a holder of, and to vote, RELX NV ordinary shares.

 

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TAXATION

The following discussion is a summary under present law and tax authority practice of the material UK, Dutch and US federal income tax considerations relevant to the purchase, ownership and disposal of RELX PLC ordinary shares or ADSs and RELX NV ordinary shares or ADSs. This discussion applies to you only if you are a US holder, you hold your ordinary shares or ADSs as capital assets and you use the US dollar as your functional currency. It does not address the tax treatment of US holders subject to special rules, such as banks, dealers or traders in securities or currencies, insurance companies, tax-exempt entities, partnerships or other pass-through entities for US federal income tax purposes, holders of 10% or more of RELX PLC or RELX NV voting shares, persons holding ordinary shares or ADSs as part of a hedging, straddle, conversion or constructive sale transaction, persons that are resident or domiciled in the UK (or who have ceased to be resident in or became treated as resident outside the UK for the purpose of a double tax treaty (treaty non-resident) within the past five years of assessment, or, for departures before April 6, 2013, who have ceased to be resident or ordinarily resident or become treaty non-resident within the past five years of assessment) and persons that are resident in the Netherlands. The summary also does not discuss the US federal alternative minimum tax or the tax laws of particular states or localities in the US.

This summary does not consider your particular circumstances. It is not a substitute for tax advice. We urge you to consult your own independent tax advisors about the income, capital gains and/or transfer tax consequences to you in light of your particular circumstances of purchasing, holding and disposing of ordinary shares or ADSs.

As used in this discussion, “US holder” means a beneficial owner of ordinary shares or ADSs that is for US federal income tax purposes: (i) an individual US citizen or resident, (ii) a corporation, partnership or other business entity created or organised under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust (a) that is subject to the control of one or more US persons and the primary supervision of a US court or (b) that has a valid election in effect under US Treasury regulations to be treated as a US person or (iv) an estate the income of which is subject to US federal income taxation regardless of its source.

UK Taxation

Dividends

Under current UK taxation legislation, no tax is required to be withheld at source from dividends paid on the RELX PLC ordinary shares or ADSs. Dividends payable on the ADSs or RELX PLC ordinary shares should not be chargeable to UK tax in the hands of a non-UK resident unless such person (i) is a company carrying on a trade in the UK through a UK permanent establishment, or (ii) carries on a trade, profession or vocation in the UK through a branch or agency, in connection with which the dividend is received or to which it is attributable.

Capital Gains

Shareholders may be liable for UK taxation on capital gains realised on the disposal of their RELX PLC ordinary shares or ADSs if at the time of the disposal the shareholder carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or in the case of a company a permanent establishment, and such ordinary shares or ADSs are or have been used, held or acquired for the purposes of such trade, profession, vocation, branch, agency or permanent establishment.

UK Stamp Duty and Stamp Duty Reserve Tax

Current UK law includes a provision whereby UK stamp duty reserve tax (SDRT) or UK stamp duty is payable upon the transfer or issue of RELX PLC ordinary shares to the depositary in exchange for RELX PLC ADSs evidenced by ADRs. For this purpose, the current rate of stamp duty and SDRT is 1.5%, applied, in each case, to: (i) the issue price when the ordinary shares are issued; (ii) the amount or value of the consideration where shares are transferred for consideration in money or money’s worth; or (iii) the value of the ordinary shares in any other case. Following litigation, HMRC have accepted that they will no longer seek to apply the 1.5% SDRT charge on an issue of shares into a clearance service or depositary receipt system on the basis that the charge is not compatible with EU law. Accordingly no UK SDRT or UK stamp duty is payable upon the issue of RELX PLC shares to the depositary in exchange for RELX PLC ADSs evidenced by ADRs. HMRC’s view is that the 1.5% SDRT or stamp duty charge will continue to apply to transfer of shares into a clearance service or depositary receipt system, unless they are an integral part of the issue of share capital. This view is currently being challenged in further litigation.

Provided that the relevant instrument of transfer is not executed in the UK and remains outside the UK, no UK stamp duty will be payable on the acquisition or subsequent transfer of RELX PLC ADSs. Under current law, an agreement to transfer RELX PLC ADSs will not give rise to a liability to SDRT.

 

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A transfer of RELX PLC ordinary shares by the depositary to an ADS holder where there is no transfer of beneficial ownership will not be chargeable to UK stamp duty or SDRT.

Purchases of RELX PLC ordinary shares, as opposed to ADSs, will generally give rise to UK stamp duty or SDRT at the time of transfer or agreement to transfer, normally at the rate of 0.5% of the amount payable for the ordinary shares. SDRT and UK stamp duty are usually paid by the purchaser. If the ordinary shares are later transferred to the depositary, additional UK stamp duty or SDRT may be payable as described above.

Inheritance tax

Subject to certain provisions relating to trusts and settlements, RELX PLC ordinary shares or ADSs held by an individual shareholder who is domiciled in the United States for the purposes of the Convention between the United States and the United Kingdom relating to estate and gift taxes and is not a UK national as defined in the Convention will not generally be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime, and provided any applicable US federal gift or estate tax liability is paid), except where the ordinary share or ADS is part of the business property of a UK permanent establishment of the individual or pertains to a UK fixed base of an individual who performs independent personal services.

Dutch Taxation

Withholding tax

Dividends distributed to you by RELX NV are normally subject to a withholding tax imposed by the Netherlands at a rate of 15%, which equals the rate of tax that the Netherlands is generally allowed to levy under the US-Netherlands income tax treaty. As a consequence, no administrative procedures for a partial relief at source from or a refund of Dutch dividend withholding tax need be complied with in respect of dividend distributions by RELX NV. Dividends include, among other things, stock dividends unless the dividend is distributed out of recognised paid-in share premium for Dutch tax purposes.

Taxation of dividends and capital gains

You will not be subject to any Dutch taxes on dividends distributed by RELX NV (other than the withholding tax described above) or any capital gain realised on the disposal of RELX NV ordinary shares or ADSs provided that (i) the RELX NV ordinary shares or ADSs are not attributable to an enterprise or an interest in an enterprise that you carry on, in whole or part through a permanent establishment or a permanent representative in the Netherlands, (ii) you do not have a substantial interest or a deemed substantial interest in RELX NV (generally, 5% or more of either the total issued and outstanding capital or the issued and outstanding capital of any class of shares) or, if you have such an interest, you do not hold such interest with the avoidance of Netherlands (or foreign) (withholding) tax as (one of) the main purpose(s) or if you meet certain substance requirements in your country of residence, and (iii) if you are an individual, such dividend or capital gain from your RELX NV ordinary shares or ADSs does not form benefits from miscellaneous activities (“resultaat uit overige werkzaamheden” ) in the Netherlands. Benefits from miscellaneous activities in the Netherlands include income and gains derived from the holding, whether directly or indirectly, of (a combination of) shares, debt claims or other rights (together, a “lucrative interest”) that the holder thereof has acquired under such circumstances that such income and gains are intended to be remuneration for work or services performed by such holder (or a related person) in the Netherlands, whether within or outside an employment relation, where such lucrative interest provides the holder thereof, economically speaking, with certain benefits that have a relation to the relevant work or services.

US Federal Income Taxation

Holders of the ADSs generally will be treated for US federal income tax purposes as owners of the ordinary shares represented by the ADSs. Accordingly, deposits of ordinary shares for ADSs and withdrawals of shares for ADSs will not be subject to US federal income tax.

Dividends

Dividends on RELX PLC ordinary shares or ADSs or RELX NV ordinary shares or ADSs (including any Dutch tax withheld) will generally be included in your gross income as ordinary income from foreign sources. The dollar amount recognised on receiving a dividend in pounds sterling or euros will be based on the exchange rate in effect on the date the depositary receives the dividend, or in the case of ordinary shares on the date you receive the dividend, as the case may be, whether or not the payment is converted into US dollars at that time. Any gain or loss recognised on a subsequent conversion

 

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of pounds sterling or euros for a different amount will be US source ordinary income or loss. Dividends received will not be eligible for the dividends received deduction available to corporations. Dividends received will be included in net investment income for purposes of the 3.8% Medicare contribution tax applicable to certain non-corporate US holders.

With respect to US holders who are individuals, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of certain comprehensive income tax treaties with the United States. United States Treasury Department guidance indicates that the United Kingdom is a country with which the United States has a treaty in force that meets these requirements, and RELX PLC believes it is eligible for the benefits of this treaty. Additionally, the same guidance indicates that the Netherlands is also a country with which the United States has a treaty in force that meets the above requirements, and RELX NV believes it is eligible for the benefits of this treaty. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the US Internal Revenue Code of 1986, as amended, will not be eligible for the reduced rates of taxation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. US holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

Subject to certain conditions and limitations, foreign withholding taxes on dividends withheld at the appropriate rate may be treated as foreign taxes eligible for credit against your US federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ordinary shares or ADSs will be treated as income from sources outside the US and will generally constitute passive category income. Further, in certain circumstances, if you have held the ordinary shares or ADSs for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for foreign taxes imposed on the dividends on the ordinary shares or ADSs. Individuals that treat a dividend as qualified dividend income may take into account for foreign tax credit limitation purposes only the portion of the dividend effectively taxed at the highest applicable marginal rate. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Dispositions

You will recognise a gain or loss on the sale or other disposition of ordinary shares or ADSs in an amount equal to the difference between your basis in the ordinary shares or ADSs and the amount realised. The gain or loss generally will be capital gain or loss. It will be long term capital gain or loss if you have held the ordinary shares or ADSs for more than one year at the time of sale or other disposition. Long term capital gains of individuals are eligible for reduced rates of taxation. Deductions for capital losses are subject to limitations. Any gain or loss you recognise generally will be treated as income from US sources for foreign tax credit limitation purposes.

If you receive pounds sterling or euros on the sale or other disposition of your ordinary shares or ADSs, you will realise an amount equal to the US dollar value of the pounds sterling or euros on the date of sale or other disposition (or in the case of cash basis and electing accrual basis taxpayers, if the ordinary shares or ADSs are traded on an established securities market, the settlement date for the sale or other disposition). You will have a tax basis in the pounds sterling or the euros that you receive equal to the US dollar amount received on the settlement date. Any gain or loss realised by a US holder between the sale date and the settlement date or on a subsequent conversion of pounds sterling or euros into US dollars will be US source ordinary income or loss. Gains recognised will be included in net investment income for purposes of the 3.8% Medicare contribution tax applicable to certain non-corporate US holders.

Information Reporting and Backup Withholding Tax

Dividends from ordinary shares or ADSs and proceeds from the sale of the ordinary shares or ADSs may be reported to the Internal Revenue Service (IRS) unless the shareholder is a corporation or other exempt recipient. A backup withholding tax may apply to such amounts unless the shareholder (i) is a corporation, (ii) provides an accurate taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules, or (iii) otherwise establishes a basis for exemption. The amount of any backup withholding tax will be allowed as a credit against the holder’s US federal income tax liability and may entitle the holder to a refund, provided the required information is furnished to the IRS.

Certain US holders are required to report to the IRS information about their investment in ordinary shares or ADSs not held through an account with a domestic financial institution. Investors who fail to report required information are subject to substantial penalties. Investors should consult with their own tax advisers about the effect of this legislation on their investment in the ordinary shares or ADSs.

 

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DOCUMENTS ON DISPLAY

You may read and copy documents referred to in this annual report that have been filed or furnished with the SEC at the SEC’s public reference room located at 100 F Street NE, Washington, DC 20549-2521. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges.

The SEC also maintains a website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. This annual report and other information submitted by us to the SEC may be accessed through this website.

 

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ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Our primary market risks are to changes in interest rates and exchange rates as well as liquidity and credit risk.

Net finance costs are exposed to interest rate fluctuations on borrowings, cash and cash equivalents. Upward fluctuations in interest rates increase the interest cost of floating rate borrowings whereas downward fluctuations in interest rates decrease the interest return on floating rate cash and cash equivalents. Interest expense payable on fixed rate borrowings is protected against upward fluctuations in interest rates but does not benefit from downward fluctuations. Our companies engage in foreign currency denominated transactions and are therefore subject to exchange rate risk on such transactions. Net finance costs are also exposed to changes in the fair value of derivatives (as a result of interest and exchange rate fluctuations) which are not part of a designated hedging relationship under IAS39 — Financial Instruments: Recognition and Measurement, and to ineffectiveness that may arise on designated hedging relationships. Our management of this interest rate risk and foreign exchange rate risk is described below.

We manage a portfolio of long-term debt, short-term debt and committed bank facilities to support our capital structure and are exposed to the risk that relevant markets are closed and debt cannot be refinanced on a timely basis. In addition, the credit spread at which we borrow is exposed to changes in market liquidity and investor demand. We manage this risk by maintaining a range of borrowing facilities and debt programmes with a maturity profile to facilitate refinancing.

We have a credit exposure for the full principal amount of cash and cash equivalents held with individual counterparties. In addition, we have a credit risk from the potential non performance by counterparties to financial instruments; this credit risk normally being restricted to the amounts of any hedge gain and not the full principal amount being hedged. Credit risks are managed by monitoring the credit quality of counterparties and restricting the amounts outstanding with each of them.

Our management of the above market risks is described in further detail in note 19 to the consolidated financial statements set forth under the heading ‘Financial Instruments’ on page 125 to 129 and ‘Borrowings’ in note 23 on page 131 and 132 of the Group’s Annual Reports and Financial Statements 2015 and is incorporated herein by reference to Exhibit 15.2.

Management of Interest Rate Risk and Foreign Exchange Rate Risk

We seek to limit our risk to interest and exchange rates by means of derivative financial instruments, including interest rate swaps, interest rate options, forward rate agreements and forward foreign exchange contracts. We only enter into derivative financial instruments to hedge (or reduce) the underlying risks described above.

We enter into interest rate swaps in order to achieve an appropriate balance between fixed and floating rate borrowings, cash and cash equivalents. They are used to hedge the effects of fluctuating interest rates on floating rate borrowings, cash and cash equivalents by allowing us to fix the interest rate on a notional principal amount equal to the principal amount of the underlying floating rate cash, cash equivalents or borrowings being hedged. They are also used to swap fixed interest rates payable on long term borrowings for a floating rate. Such swaps may be used to swap a whole fixed rate bond for floating rate or they may be used to swap a portion of the period or a portion of the principal amount for the floating rate.

Forward swaps and forward rate agreements are entered into to hedge interest rate exposures known to arise at a future date. These exposures may include new borrowings or cash deposits to be entered into at a future date or future rollovers of existing borrowings or cash deposits. Interest exposure arises on future, new and rollover borrowings and cash deposits because interest rates can fluctuate between the time a decision is made to enter into such transactions and the time those transactions are actually entered into. The purpose of forward swaps and forward rate agreements is to fix the interest cost on future borrowings or interest return on cash investments at the time it is known such a transaction will be entered into. The fixed interest rate, the floating rate index (if applicable) and the time period covered by forward swaps and forward rate agreements are known at the time the agreements are entered into. The use of forward swaps and forward rate agreements is limited to hedging activities; consequently no trading position results from their use. The hedging effect of forward swaps and forward rate agreements is the same as interest rate swaps. Similarly, we use forward foreign exchange contracts to hedge the effects of exchange rate movements on our foreign currency revenue and operating costs.

Interest rate options protect against fluctuating interest rates by enabling us to fix the interest rate on a notional principal amount of borrowings or cash deposits (in a similar manner to interest rate swaps and forward rate agreements) whilst at the same time allowing us to improve the fixed rate if the market moves in a certain way. We use interest rate options from time to time when we expect interest rates to move in our favour but it is deemed imprudent to leave the interest rate risk completely unhedged. In such cases, we may use an option to lock in at certain rates whilst at the same time maintaining some freedom to benefit if rates move in its favour.

Where net finance costs are exposed to changes in the fair value of derivatives (as a result of interest and exchange rate fluctuations), we manage this risk by designating derivatives in a highly effective hedging relationship unless the potential change in their fair value is deemed to be insignificant.

 

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Derivative financial instruments are utilised to hedge (or reduce) the risks of interest rate or exchange rate movements and are not entered into unless such risks exist. Derivatives utilised, while appropriate for hedging a particular kind of risk, are not considered specialised or high-risk and are generally available from numerous sources.

Sensitivity Analysis

The following analysis sets out the sensitivity of the fair value of our financial instruments to selected changes in interest rates and exchange rates. The range of changes represents our view of the changes that are reasonably possible over a one year period.

The fair values of interest rate swaps, interest rate options, forward rate agreements and forward foreign exchange contracts set out below represent the replacement costs calculated using market rates of interest and exchange at December 31, 2015. The fair value of long term borrowings has been calculated by discounting expected future cash flows at market rates.

Our use of financial instruments and our accounting policies for financial instruments are described more fully in note 19 to the consolidated financial statements as set forth under the heading ‘Financial Instruments’ on page 125 to 129 of the Group’s Annual Reports and Financial Statements 2015 and are incorporated herein by reference to Exhibit 15.2.

(a) Interest Rate Risk

The following sensitivity analysis assumes an immediate 100 basis point change in interest rates for all currencies and maturities from their levels at December 31, 2015 with all other variables held constant.

 

Financial Instrument

  Fair Value
December 31,
2015
    Fair Value Change     Fair Value
December 31,
2014
    Fair Value Change  
    +100
basis points
    -100
basis points
      +100
basis points
    -100
basis points
 
    (In millions)                 (In millions)              

Short-term borrowings

  £ (218   £      £      £ (548   £      £   

Long-term borrowings (including current portion)

    (4,076     174        (190     (3,682     159        (172

Interest rate swaps (swapping fixed rate debt to floating)

    8        (66     71        45        (38     40   

A 100 basis point change in interest rates would not result in a material change to the fair value of other financial instruments.

At December 31, 2015, 50% of gross borrowings are either fixed rate or have been fixed through the use of interest rate swaps, forward rate agreements and options. A 100 basis point reduction in interest rates would result in an estimated decrease in net finance costs of £18 million (2014: £16 million), based on the composition of financial instruments including cash, cash equivalents, bank loans and commercial paper borrowings at December 31, 2015. A 100 basis points rise in interest rates would result in an estimated increase in net finance costs of £18 million (2014: £16 million).

(b) Foreign Exchange Rate Risk

The following sensitivity analysis assumes an immediate 10% change in all foreign currency exchange rates against sterling from their levels at December 31, 2015 with all other variables held constant. A +10% change indicates a strengthening of the currency against sterling and a -10% change indicates a weakening of the currency against sterling.

 

Financial Instrument

  Fair Value
December 31,
2015
    Fair Value Change     Fair Value
December 31,
2014
    Fair Value Change  
    +10%     -10%       +10%      -10%  
    (In millions)                 (In millions)               

Cash and cash equivalents

  £ 122      £ 12      £ (12   £ 276      £ 26       £ (26

Short-term borrowings

    (218     (22     22        (548     (48      48   

Long-term borrowings (including current portion)

    (4,076     (302     302        (3,682     (259      259   

Interest rate swaps (including cross currency interest rate swaps)

    3        (1     1        5        (2      2   

Forward foreign exchange contracts

    (31     (71     71        11        (55      55   

A 10% change in foreign currency exchange rates would not result in a material change to the fair value of other financial instruments.

 

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ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and charges for American Depositary Receipt (ADR) holders

Citibank N.A., as depositary for the RELX PLC and RELX NV ADR programs, collects its fees for delivery and surrender of American Depositary Shares (ADSs) directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system Financial Statements of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

Persons depositing or withdrawing shares must pay

  

For

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

   Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property (in certain circumstances volume discounts may be available)
   Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS

   Any cash distribution to ADS registered holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

  

Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS

registered holders

$0.05 (or less) per ADS per calendar year

   Depositary services

Registration or transfer fees

  

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you

deposit or withdraw shares

Expenses of the depositary

   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
   Converting foreign currency to US dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

   As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

   As necessary

Fees and other payments made by the depositary to the Group

In consideration of acting as depositary, Citibank N.A. has agreed to make certain reimbursements and payments to us on an annual basis for expenses related to the administration and maintenance of the ADR programs including, but not limited to, New York Stock Exchange listing fees, investor relations expenses, or any other program related expenses. The depositary has also agreed to pay the standard out-of-pocket administrative, maintenance and shareholder services expenses for providing services to the registered ADR holders. It has also agreed with us to waive certain standard fees associated with promotional services, program visibility campaigns and program analytic reporting. In certain instances, the depositary has agreed to provide additional annual reimbursements and payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

From January 1, 2015 to February 24, 2016, we received a reimbursement of $353,333, net of withheld taxes, from the depositary for New York Stock Exchange listing fees, investor relations expenses and other program related expenses, in connection with the ADR facility.

 

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PART II

ITEM 15: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

RELX PLC and RELX NV are required to comply with applicable US regulations, including the Sarbanes-Oxley Act of 2002, insofar as they apply to foreign private issuers. Accordingly, RELX PLC and RELX NV have established a Disclosure Committee comprising the company secretaries of RELX PLC and RELX NV and other senior RELX managers appointed to provide assurance to the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV. The committee has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV have concluded that the disclosure controls and procedures for RELX Group, RELX PLC and RELX NV are effective as of the end of the period covered by this report.

Management’s Annual Report on Internal Control over Financial Reporting

In accordance with Section 404 of the Sarbanes-Oxley Act, management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a — 15(f) and 15d — 15(f) under the Exchange Act, as amended. The internal controls over financial reporting of RELX Group are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the financial statements of RELX Group, RELX PLC and RELX NV would be prevented or detected.

Management conducted an evaluation of the effectiveness of its internal controls over financial reporting based on the framework in Internal Control-Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the internal controls over financial reporting of RELX Group, RELX PLC and RELX NV were effective as of December 31, 2015.

Certifications by the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV as required by the Sarbanes-Oxley Act are submitted as exhibits to this Form 20-F (see “Item 19: Exhibits” on pages S-3 and S-4).

Deloitte LLP has audited the consolidated financial statements for the fiscal year ended December 31, 2015 and have audited the effectiveness of internal controls over financial reporting as at December 31, 2015. Their report in respect of RELX Group is included herein.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and members of RELX PLC and to the Board of Directors and shareholders of RELX NV:

We have audited the internal control over financial reporting of the Group (comprising RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures) as at December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission. The management of the Group are responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as at December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as at and for the year ended December 31, 2015 of the Group and our report dated February 24, 2016 expressed an unqualified opinion on those financial statements.

 

/s/ DELOITTE LLP

London, United Kingdom

February 24, 2016

 

 

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Internal Control over Financial Reporting

Management, including the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV, have reviewed whether or not during the period covered by the annual report, there have been any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting of RELX Group plc, RELX PLC and RELX NV. Based on that review, the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV have concluded that there have been no such changes.

An outline of the internal control structure is set out below.

Parent companies

The Boards of RELX PLC and RELX NV have each adopted a schedule of matters which are required to be brought to them for decision. During 2015, the Boards of RELX PLC and RELX NV exercised independent supervisory roles over the activities and systems of internal control of RELX Group plc. In relation to RELX Group plc, the Boards of RELX PLC and RELX NV approved the strategy and the annual budgets, and received regular reports on the operations, including the treasury and risk management activities. Major transactions proposed by the Board of RELX Group plc require the approval of the Boards of both RELX PLC and RELX NV.

The RELX PLC and RELX NV Audit Committees met on a regular basis to review the systems of internal control and risk management of RELX Group plc, which holds all of our business and subsidiaries and controls our financing activities.

RELX Group plc

From February 25, 2015, the Board of RELX Group plc is responsible for the system of internal control of the Group (including the finance activities) and reviewing the effectiveness of such systems. The Board of Elsevier Reed Finance BV was responsible for the system of internal control in respect of the finance activities and reviewing the effectiveness of such systems up until this date. Elsevier Reed Finance BV was a separate company, owned directly by RELX PLC and RELX NV, until February 25, 2015 when the ownership transferred to RELX Group plc.

The Board of RELX Group plc (and Elsevier Reed Finance BV until February 25, 2015) implemented an ongoing process for identifying, evaluating, monitoring and managing the principal risks faced by their respective businesses. These processes were in place throughout the year ended December 31, 2015 and up to the date of the approvals of this Annual Report on Form 20-F.

RELX Group plc has an established framework of procedures and internal controls, with which the management of each business is required to comply. Group businesses are required to maintain systems of internal control which are appropriate to the nature and scale of their activities and address all significant strategic, operational, financial and legal compliance risks that they face. The Board of RELX Group plc has adopted a schedule of matters that are required to be brought to it for decision.

RELX Group plc has a Code of Ethics and Business Conduct that provides a guide for achieving its business goals and requires officers and employees to behave in an open, honest, ethical and principled manner. The code also outlines confidential procedures enabling employees to report any concerns about compliance, or about the Group’s financial reporting practice. The code is published on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Each business area has identified and evaluated its principal risks, the controls in place to manage those risks and the levels of residual risk accepted. Risk management and control procedures are embedded into the operations of the business and include the monitoring of progress in areas for improvement that come to management and board attention. The principal risks identified include protection of IT systems and data, challenges to intellectual property rights, management of strategic and operational change, evaluation and integration of acquisitions, and recruitment and retention of personnel. Further detail on the principal risks facing the Group is set out on pages 7 to 9.

The principal risks facing the RELX Group plc businesses are regularly reported to and assessed by the Board and Audit Committee. With the close involvement of business management and central functions, the risk management and control procedures ensure that we are managing our business risks effectively and in a coordinated manner across the business with clarity on the respective responsibilities and interdependencies. Litigation and other legal and regulatory matters are managed by legal directors in the business.

The RELX Group plc Audit Committee receives regular reports on the management of material risks and reviews these reports. The Audit Committee also receives regular reports from both internal and external auditors on internal control and risk management matters. In addition, each business area is required, at the end of the financial year, to review the

 

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effectiveness of internal controls and risk management and report its findings on a detailed basis to the management of RELX Group plc. These reports are summarised and, as part of the annual review of effectiveness, submitted to the Audit Committee of RELX Group plc. The Chairman of the Audit Committee reports to the Board on any significant internal control matters arising.

Audit Committees

RELX Group plc, RELX PLC and RELX NV have established Audit Committees which comprise only Non-Executive directors, all of whom are independent. The Audit Committees, which meet regularly, are chaired by Ben van der Veer, the other members being Linda Sanford, Marike van Lier Lels and Adrian Hennah.

The main roles and responsibilities of the Audit Committees in relation to the respective companies are set out in written terms of reference and include:

 

  (i) to monitor the integrity of the financial statements, and any formal announcements relating to financial performance, reviewing significant financial reporting judgements contained in them;

 

  (ii) to review the company’s internal financial controls and the internal control and risk management systems;

 

  (iii) to monitor and review the effectiveness of the internal audit function;

 

  (iv) to make recommendations to the Board, for it to put to the shareholders for their approval in General Meeting, in relation to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;

 

  (v) to review and monitor the external auditors’ independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements; and

 

  (vi) to develop and recommend policy on the engagement of the external auditor to supply non audit services, taking into account relevant ethical guidance regarding the provision of non audit services by the external audit firm, and to monitor compliance.

The Audit Committees report to the respective boards on their activities identifying any matters in respect of which they consider that action or improvement is needed and making recommendations as to the steps to be taken.

The RELX Group plc Audit Committee fulfils this role in respect of the operating businesses and finance activities as of February 25, 2015. The RELX PLC and RELX NV Audit Committees fulfil their roles from the perspective of the parent companies and both Committees have access to the reports to and the work of the RELX Group plc Audit Committee.

The Audit Committees have explicit authority to investigate any matters within their terms of reference and have access to all resources and information that they may require for this purpose. The Audit Committees are entitled to obtain legal and other independent professional advice and have the authority to approve all fees payable to such advisers.

The terms of reference of each Audit Committee are reviewed annually and a copy of each is published on our website, www.relx.com. The information on our website is not incorporated by reference into this report.

Compliance with New York Stock Exchange Corporate Governance Rules

RELX PLC and RELX NV, as companies listed on the New York Stock Exchange (the “NYSE”), are subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (the “SEC”). We also continually monitor our compliance with the provisions of the Sarbanes-Oxley Act of 2002 that are applicable to foreign private issuers.

As foreign private issuers, RELX PLC and RELX NV are only required to comply with certain of the NYSE corporate governance rules and are in compliance with all applicable rules. The NYSE’s rules also require disclosure of any significant ways in which their corporate governance practices differ from those required of US companies under the NYSE listing standards.

We follow UK corporate governance practice, which does not differ significantly from the NYSE corporate governance standards for foreign issuers. We also follow Dutch corporate governance practice. We believe that our corporate governance practices do not differ in any significant way from those required to be followed by US companies under the NYSE corporate governance listing standards.

The NYSE listing standards provide that US companies must have a nominating/corporate governance committee composed entirely of independent directors and with a written charter that addresses the committee’s purpose and responsibilities which, at a minimum, must be to identify individuals qualified to become board members, develop and recommend to the Board a set of corporate governance principles and to oversee the evaluation of the board and management.

 

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RELX PLC and RELX NV have a joint Nominations Committee and a joint Corporate Governance Committee. The written terms of reference adopted by the RELX PLC and the RELX NV Boards for these committees specify purposes and responsibilities that correspond to those of a US company’s nominating/corporate governance committee under the NYSE’s listing standards. The Nominations Committee and the Corporate Governance Committee are composed entirely of Non-Executive Directors.

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

Each of RELX PLC and RELX NV has an Audit Committee, the members of which are identified in “Item 6: Directors, Senior Management and Employees”. The members of the Board of Directors of RELX PLC and members of the Board of RELX NV, have determined that each of their respective Audit Committees contains at least one Audit Committee financial expert within the meaning of the applicable rules and regulations of the SEC. The Audit Committee financial experts serving on the RELX PLC and the RELX NV Audit Committees are Adrian Hennah and Ben van der Veer. Each is considered independent.

ITEM 16B: CODES OF ETHICS

The Group has adopted a code of ethics (Code of Ethics and Business Conduct) that applies to all directors, officers and employees of the Group, as well as a separate code of ethics (Code of Ethics for Senior Financial Officers) that also applies to RELX PLC’s and RELX NV’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (collectively, the “Senior Financial Officers”). Both of these codes of ethics are available under “Corporate structure and governance” of the Investor centre page at www.relx.com. The information on our website is not incorporated by reference into this report. If the Code for Senior Financial Officers is amended or a provision waived, we intend to satisfy any disclosure obligations by posting information on the Internet website set forth above within five business days of such amendment or waiver. In February 2016, we amended the Code for Senior Financial Officers to address those to whom the policy applies, the reporting process and potential disciplinary actions for violations, and responsibilities regarding disclosure in financial reports and other disclosure.

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by our principal accountants, Deloitte LLP, the member firm of Deloitte Touche Tohmatsu and their respective affiliates are set forth under the heading ‘Auditors’ remuneration’ on page 103 of the Group’s Annual Reports and Financial Statements 2015 and incorporated herein by reference to Exhibit 15.2.

The Audit Committees of RELX PLC and RELX NV have adopted policies and procedures for the pre-approval of audit and non audit services provided by the auditors. These policies and procedures are summarised below.

The terms of engagement and scope of the annual audit of the financial statements are agreed by the respective Audit Committees in advance of the engagement of the auditors in respect of the annual audit. The audit fees are approved by the Audit Committees.

The auditors are not permitted to provide non audit services that would compromise their independence or violate any laws or regulations that would affect their appointment as auditors. They are eligible for selection to provide non audit services only to the extent that their skills and experience make them a logical supplier of the services. The respective Audit Committees must pre-approve the provision of all non audit services by the auditors and will consider SEC rules and other guidelines in determining the scope of permitted services. The respective Audit Committees have pre-approved non audit services in respect of individual assignments for permitted services that meet certain criteria. Assignments outside these parameters must be specifically pre-approved by the Audit Committees in advance of commissioning the work. Aggregate non audit fees must not exceed the annual audit fees in any given year, unless approved in advance by the Audit Committees.

All of the audit and non audit services carried out in the year ended December 31, 2015 were pre-approved under the policies and procedures summarised above.

 

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ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During 2015 we repurchased 25.7 million RELX PLC ordinary shares and 15.8 million RELX NV ordinary shares for total consideration of £500 million, to be held in treasury. Adjusted to reflect the bonus issue of RELX NV shares declared on June 30, 2015, a total of 45.8 million RELX PLC and RELX NV shares were repurchased in 2015.

 

     PLC      NV  
    

Number of ordinary

shares

    

Average price

paid per share

    

Number of ordinary

shares

    

Average price paid

per share

 
    

 

     pence     

 

      

Pre-bonus issue

           

January 2015

     2,649,150         1,115         1,533,600         20.44   

February 2015

     2,976,800         1,166         1,722,200         22.15   

March 2015

     3,834,000         1,148         2,215,000         23.02   

April 2015

     1,676,000         1,122         869,000         22.60   

May 2015

     2,297,000         1,096         888,000         22.14   

June 2015

     1,730,150         1,072         793,050         21.14   

Post-bonus issue

           

July 2015

     687,700         1,096         612,300         14.83   

August 2015

     4,191,550         1,076         2,054,000         14.40   

September 2015

     1,961,000         1,069         1,746,000         13.91   

October 2015

     932,095         1,155         817,500         15.19   

November 2015

     2,746,000         1,169         2,564,200         15.86   

December 2015

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 
     25,681,445         1,115         15,814,850         14.52 (1)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The RELX NV average price paid per share has been adjusted to reflect the bonus issue declared on June 30, 2015.

All shares were purchased under programmes publicly announced on December 4, 2014 and February 26, 2015. All of these programmes were completed during 2015.

On December 3, 2015 RELX PLC and RELX NV announced a non-discretionary programme to repurchase further ordinary shares up to the value of £100 million. A further 4.6 million RELX PLC shares and 4.1 million RELX NV shares have been repurchased as at February 24, 2016, under this programme. On February 25, 2016, RELX PLC and RELX NV announced their intention to repurchase further ordinary shares up to the value of £600 million in aggregate over the remainder of 2016.

In addition, during 2015 the Employee Benefit Trust also purchased 0.9 million RELX PLC shares and 0.8 million RELX NV shares.

ITEM 16G: CORPORATE GOVERNANCE

Details of our corporate governance practices are set out on pages 57 to 61 of Item 15: Controls and Procedures.

 

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PART III

ITEM 17: FINANCIAL STATEMENTS

The Registrants have responded to Item 18 in lieu of responding to this Item.

ITEM 18: FINANCIAL STATEMENTS

The information set forth under the heading ‘Consolidated Financial Statements’ and ‘Notes to the consolidated financial statements’ on pages 94 to 140 of the Group’s Annual Reports and Financial Statements 2015 is incorporated herein by reference to Exhibit 15.2.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and members of RELX PLC and to the Board of Directors and shareholders of RELX NV:

We have audited the accompanying consolidated statements of financial position of the Group (comprising RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures) as at December 31, 2015 and 2014, and the related consolidated income statements and consolidated statements of comprehensive income, cash flows and changes in equity for each of the years ended December 31, 2015, 2014 and 2013. These consolidated financial statements are the responsibility of the management of the Group. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the years ended December 31, 2015, 2014 and 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial reporting as at December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2016 expressed an unqualified opinion on the Group’s internal control over financial reporting.

 

/s/ DELOITTE LLP

London, United Kingdom

February 24, 2016

  

 

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GLOSSARY OF TERMS

 

Terms used in Annual Report on Form 20-F

US equivalent or brief description

 

Accruals

Accrued expenses

 

Adjusted cash flow

Cash generated from operations plus dividends from joint ventures less net capital expenditure on property, plant and equipment and internally developed intangible assets, and excluding payments in relation to exceptional restructuring and acquisition related costs

 

Adjusted earnings per share

Adjusted net profit attributable to shareholders divided by the total weighted average number of shares for the group

 

Adjusted operating margin

Adjusted operating profit expressed as a percentage of revenue. This is a key financial measure used by management to evaluate performance and allocate resources

 

Adjusted operating profit

Operating profit before amortisation of acquired intangible assets, exceptional restructuring and acquisition related costs, the share of profit on disposals in joint ventures, and grossed up to exclude the equity share of taxes in joint ventures. This is a key financial measure used by management to evaluate performance and allocate resources and is presented in accordance with IFRS8-Operating Segments

 

Allotted

Issued

 

Associate

An entity in which the Group has a participating interest and, in the opinion of the directors, can exercise significant influence on its management

 

Called up share capital

Issued share capital

 

Capital and reserves

Shareholders’ equity

 

Cash flow conversion

The proportion of adjusted operating profits converted into cash

 

Effective tax rate on adjusted operating profit

Tax rate excluding movements on deferred tax balances not expected to crystallise in the near term, more closely aligning with cash taxes payable, and includes the benefit of deductible tax amortisation on acquired goodwill and intangible assets

 

EPS

Earnings per ordinary share

 

Finance lease

Capital lease

 

Free cash flow

Operating cash flow excluding the effects of interest, tax and dividends

 

Invested capital

Average capital employed in the year expressed at the average exchange rates for the year. Capital employed represents the net assets of the business before borrowings and derivative financial instruments and current and deferred taxes, after adding back the cumulative amortisation and impairment of acquired intangible assets and goodwill and deducting from goodwill the gross up in respect of deferred tax liabilities recognised on acquisition of intangible assets

 

Investments

Non-current investments

 

Freehold

Ownership with absolute rights in perpetuity

 

Interest receivable

Interest income

 

Interest payable

Interest expense

 

Net borrowings

Gross borrowings, less related derivative financial instrument assets and cash and cash equivalents

 

Net cash acquired

Cash less debt acquired with a business

 

Operating costs

Cost of sales plus selling and distribution costs plus administration and other expenses

 

Prepayments

Prepaid expenses

 

Profit

Income

 

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Profit attributable

Net income

 

Share based remuneration

Stock based compensation

 

Share premium account

Premiums paid in excess of par value of ordinary shares

 

Return on invested capital

Post tax adjusted operating profit expressed as a percentage of average capital employed. This is a key financial measure used by management

 

Revenue

Sales

 

Underlying growth

Underlying growth rates are calculated at constant currencies, and exclude the results of all acquisitions and disposals made in both the year and prior year and assets held for sale. Underlying revenue growth rates also exclude the effects of exhibition cycling. This is a key financial measure as it provides an assessment of year on year organic growth without distortion for part year contributions and the impact of changes in foreign exchange rates

 

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ITEM 19: EXHIBITS

Exhibits filed as part of this annual report, or incorporated by reference

 

  1.1    Articles of Association of RELX PLC, reflecting the change of company name from Reed Elsevier PLC on July 1, 2015 pursuant to a special resolution dated April 23, 2015
  1.2    Articles of Association of RELX NV (as amended June 30, 2015) reflecting the change of company name from Reed Elsevier NV effective on July 1, 2015 and the cancellation of the class of R shares in RELX NV
  1.3    Governing Agreement, (as amended on July 1, 2015) between RELX PLC and RELX NV
  2.1    Form of Amendment No. 1 to Amended and Restated Deposit Agreement, effective as of July 1, 2015, by and among RELX PLC, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(i) to the Registration Statement on Form F-6/A (File No. 333-197562) filed with the SEC on June 26, 2015)
  2.2    Amended and Restated Deposit Agreement, dated as of August 1, 2014, by and among RELX PLC, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(ii) to the Registration Statement on Form F-6/A (File No. 333-197562) filed with the SEC on June 26, 2015)
  2.3   

Form of Amendment No. 1 to Amended and Restated Deposit Agreement, effective as of July 1, 2015, by and among RELX NV, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(i) to the Registration Statement on Form F-6/A (File No. 333-197563) filed with the SEC on June 26, 2015)

  2.4    Amended and Restated Deposit Agreement, dated as of August 1, 2014, by and among RELX NV, Citibank N.A., as depositary, and all Holders and Beneficial Holders of American Depositary Shares issued thereunder (incorporated by reference from Exhibit (a)(ii) to the Registration Statement on Form F-6/A (File No. 333-197563) filed with the SEC on June 26, 2015)
  4.1    RELX Group plc Share Option Scheme (incorporated by reference from Exhibit 4.4 to the 2003 Annual Report on Form 20-F (File No. 001-1334) filed with the SEC on March 16, 2004)
  4.2    RELX Group plc Retention Share Plan (as amended on March 13, 2006) (incorporated by reference from Exhibit 4.9 on the 2006 Annual Report on Form 20-F (File No. 001-1334) filed with the SEC on March 22, 2007)
  4.3    RELX Group plc Bonus Investment Plan 2010 (incorporated by reference from Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-167058) filed with the SEC on May 25, 2010)
  4.4    RELX Group plc Long-Term Incentive Plan 2013 (incorporated by reference from Exhibit 10.2 to the Registration Statement on Form S-8 (File No. 333-191419) filed with the SEC on September 27, 2013)
  4.5    RELX Group plc Executive Share Option Scheme 2013 (incorporated by reference from Exhibit 10.1 to the Registration Statement on Form S-8 (File No. 333-191419) filed with the SEC on September 27, 2013)
  4.6    RELX Group plc Restricted Share Plan 2014 (incorporate by reference from Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-197580) filed with the SEC on July 23, 2014)
  4.7    Service Agreement between RELX Group plc and Erik Engstrom (dated March 14, 2011) (incorporated by reference from Exhibit 4.14 to the 2012 Annual Report on Form 20-F (File No. 001-1334) filed with the SEC on March 12, 2013)
  4.8    Service Agreement between RELX Group plc and Nick Luff (dated January 6, 2014) (incorporated by reference from Exhibit 4.12 to the 2014 Annual Report on Form 20-F (File No. 001-1334)) filed with the SEC on March 10, 2015)
  4.9    Letter between RELX Group plc and Nick Luff (dated January 6, 2014) (incorporated by reference from Exhibit 4.13 to the 2014 Annual Report on Form 20-F (File No. 001-1334)) filed with the SEC on March 10, 2015)
  8.0    List of significant subsidiaries, associates, joint ventures and business units
  12.1    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX PLC
  12.2    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX PLC
  12.3    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX NV
  12.4    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX NV
  13.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX PLC
  13.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX PLC

 

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  13.3    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of RELX NV
  13.4    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of RELX NV
  15.1    Independent Registered Public Accounting Firm’s Consent — Consolidated Financial Statements
  15.2*    Annual Reports and Financial Statements 2015
  15.3    Remuneration Policy Report

The total amount of long term debt securities of the Group authorised under any single instrument does not exceed 10% of the total assets of the Group. The Registrants hereby agree to furnish to the Commission, upon its request, a copy of any instrument defining the rights of holders of long term debt of the Group or any of the businesses for which consolidated or unconsolidated financial statements are required to be filed.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representation and warranties made by any of the registrants in there agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

 

 

* Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, the Annual Reports and Financial Statements 2015 are not deemed to be filed as part of this Form 20-F.

 

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SIGNATURES

Each of the Registrants hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

 

RELX PLC

Registrant

 

RELX NV

Registrant

By: /s/ E ENGSTROM

 

E Engstrom

Chief Executive Officer

 

By: /s/ E ENGSTROM

 

E Engstrom

Chief Executive Officer

By: /s/ N Luff

 

N Luff

Chief Financial Officer

 

By: /s/ N Luff

 

N Luff

Chief Financial Officer

Dated: March 8, 2016

  Dated: March 8, 2016

 

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Exhibit 1.1

 

THE COMPANIES ACT 2006    COMPANY NO. 77536

 

 

PUBLIC COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

RELX PLC 1 *

(Adopted by special resolution passed on 21 April 2010)

 

 

PRELIMINARY

 

Table A    1. The regulations in Table A in the schedule to the Companies (Tables A to F) Regulations 1985 as in force at the date of the incorporation of the Company shall not apply to the Company.
Definitions    2. In these Articles, except where the subject or context otherwise requires:
   Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force;
   Articles means these articles of association as altered from time to time by special resolution;
   auditors means the auditors of the Company;

 

 

1   NOTE: The Company was incorporated under the name of “ALBERT E. REED & COMPANY, LIMITED”. On 1st August, 1963, the name of the Company was changed to “REED PAPER GROUP LIMITED” pursuant to a SPECIAL RESOLUTION dated 24th July, 1963. On 11th August, 1969, the name of the Company was changed from “REED PAPER GROUP LIMITED” to “REED GROUP LIMITED” pursuant to a SPECIAL RESOLUTION dated 30th July, 1969. On 3rd August, 1970, the name of the Company was changed from “REED INTERNATIONAL LIMITED pursuant to a SPECIAL RESOLUTION dated 29th July, 1970. On 1st April, 1982 the name of the Company was changed from “REED INTERNATIONAL LIMITED” to “REED INTERNATIONAL P.L.C.” pursuant to a Directors’ resolution dated 2nd March, 1982. On 19th April, 2002 the name of the company was changed from “REED INTERNATIONAL P.L.C. to “REED ELSEVIER PLC” pursuant to a special resolution dated 9 April 2002. On 1st July 2015 the name of the company was changed from “REED ELSEVIER PLC” to “RELX PLC” pursuant to a special resolution dated 23rd April 2015.

 

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  the board means the directors or any of them, acting as the board of directors of the Company;
 

certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;

 

clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

 

director means a director of the Company;

 

dividend means dividend or bonus;

 

entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;

 

holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;

 

member means a member of the Company;

 

office means the registered office of the Company;

  Ordinary Share means an ordinary share of 14 51/116p in the capital of the Company;
 

Operator shall have the meaning given to it in the Regulations;

 

paid means paid or credited as paid;

 

recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778 of the Act;

 

register means either or both of the issuer register of members and the Operator register of members of the Company;

 

Regulations means the Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;

 

seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act;

 

secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;

 

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   uncertificated share means (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and
   United Kingdom means Great Britain and Northern Ireland.
Construction    3. References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and written shall be construed accordingly.
   References to a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly.
   Where, in relation to a share, these Articles refer to a relevant system , the reference is to the relevant system in which that share is a participating security at the relevant time.
   Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.
   Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification of the Act not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
   Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
   Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.
   Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.
   In these Articles: (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may

 

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   be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.
   SHARE CAPITAL AND LIMITED LIABILITY
Limited liability    4. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
Shares with special rights    5. Subject to the provisions of the Companies Acts and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine.
Uncertificated shares    6. Subject to the provisions of the Regulations, the board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security.
Not separate class of shares    7. Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class:
   (a)    is held in uncertificated form; or
   (b)    is permitted in accordance with the Regulations to become a participating security.
Exercise of Company’s entitlements in respect of uncertificated share    8. Where any class of shares is a participating security and the Company is entitled under any provision of the Companies Acts, the Regulations or these Articles to sell, transfer or otherwise dispose of, forfeit, redeem, re-allot, accept the surrender of or otherwise enforce a lien over a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Acts, the Regulations, these Articles and the facilities and requirements of the relevant system:
   (a)    to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form for so long as required by the Company;
   (b)    to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice;
   (c)    to require the holder of that uncertificated share by notice to appoint any person to take any step including, without limitation, the giving of any instructions by means of the relevant system, necessary to transfer that share within the period specified in the notice;

 

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   (d)   to require the Operator to convert that uncertificated share into certificated form in accordance with Regulation 32(2)(c) of the Regulations; and
   (e)   to take any action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.
Allotment    9. Subject to the provisions of the Companies Acts relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant thereto, and, in the case of redeemable shares, the provisions of Article 10, all shares for the time being in the capital of the Company shall be at the disposal of the board, and the board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons, on such terms and conditions, and at such times as it thinks fit.
Redeemable shares    10. Subject to the provisions of the Companies Acts, and without prejudice to any rights attached to any existing shares or class of shares, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder. The board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.
Section 551 authority    11. The board has general and unconditional authority to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount equal to the section 551 amount, for each prescribed period.
Section 561 disapplication    12. The board is empowered for each prescribed period to allot equity securities for cash pursuant to the authority conferred by Article 11 as if section 561 of the Act did not apply to any such allotment, provided that its power shall be limited to:
   (a)   the allotment of equity securities in connection with a pre-emptive issue; and
   (b)   the allotment (otherwise than pursuant to Article 12(a)) of equity securities up to an aggregate nominal amount equal to the section 561 amount.
   This Article applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in this Article the words “pursuant to the authority conferred by Article 11” were omitted.
Allotment after expiry    13. The Company may make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted, after an authority given pursuant to Article 11 or a power given pursuant to Article 12 has expired. The board may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if the authority or power pursuant to which that offer or agreement was made had not expired.

 

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Definitions    14. In this Article and Articles 11, 12, and 13:
   prescribed period means any period for which the authority conferred by Article 11 is given by ordinary or special resolution stating the section 551 amount and/or the power conferred by Article 12 is given by special resolution stating the section 561 amount;
   pre-emptive issue means an offer of equity securities to ordinary shareholders or an invitation to ordinary shareholders to apply to subscribe for equity securities and, if in accordance with their rights the board so determines, holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests of ordinary shareholders or holders of other equity securities, if applicable are proportionate (as nearly as practicable) to the respective numbers of ordinary shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange;
   section 551 amount means, for any prescribed period, the amount stated as such in the relevant ordinary or special resolution; and
   section 561 amount means, for any prescribed period, the amount stated as such in the relevant special resolution.
Commissions    15. The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Acts. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
Trusts not recognised    16. Except as required by law, no person shall be recognised by the Company as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share (or in any fractional part of a share) except the holder’s absolute right to the entirety of the share (or fractional part of the share).
   VARIATION OF RIGHTS
Method of varying rights    17. Subject to the provisions of the Companies Acts, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either:
   (a)    with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose, or in default of such specification to the office, and may consist of several documents, each executed or authenticated in such manner as the board may approve by or on behalf of one or more holders, or a combination of both; or

 

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   (b)    with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class,
   but not otherwise.
When rights deemed to be varied    18. For the purposes of Article 17, if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be deemed to be varied by:
   (a)    the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and
   (b)    the allotment of another share ranking in priority for payment of a dividend or in respect of capital or which confers on its holder voting rights more favourable than those conferred by that share or class of shares,
   but shall not be deemed to be varied by:
   (c)    the creation or issue of another share ranking equally with, or subsequent to, that share or class of shares or by the purchase or redemption by the Company of its own shares; or
   (d)    the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.
   SHARE CERTIFICATES
Members’ rights to certificates    19. Every member, on becoming the holder of any certificated share (except a recognised person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate) shall be entitled, without payment, to one certificate for all the certificated shares of each class held by him (and, on transferring a part of his holding of certificated shares of any class, to a certificate for the balance of his holding of certificated shares) or several certificates each for one or more of his certificated shares upon payment for every certificate after the first of such reasonable sum as the board may from time to time determine. Every certificate shall be executed under the seal or otherwise in accordance with Article 174 or in such other manner as the board may approve and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on those shares. The Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.
Renewed certificates    20. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional

 

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   out-of-pocket expenses reasonably incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the board may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.
   LIEN
Company to have lien on shares    21. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The board may at any time (generally or in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount including, without limitation, any dividend payable in respect of it.
Enforcement of lien by sale    22. The Company may sell, in such manner as the board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been sent to the holder of the share or to the person entitled to it by transmission, demanding payment and stating that if the notice is not complied with the share may be sold.
Giving effect to sale    23. To give effect to any sale mentioned in Article 22 the board may, if the share is a certificated share, authorise any person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. If the share is an uncertificated share, the board may exercise any of the Company’s powers under Article 8 to effect the sale of the share to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in relation to the sale.
Application of proceeds    24. The net proceeds of the sale mentioned in the preceding Articles, after payment of the costs, shall be applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a certificated share, on surrender to the Company for cancellation of the certificate in respect of the share sold, and whether the share sold is a certificated or uncertificated share, subject to a like lien for any moneys not presently payable as existed on the share before the sale), be paid to the person entitled to the share at the date of the sale.
   CALLS ON SHARES
Power to make calls    25. Subject to the terms of allotment, the board may from time to time make calls on the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium). Each member shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the board may determine. A person on whom a call is made shall remain liable for calls made on him notwithstanding any subsequent transfer of the shares in respect of which the call was made.

 

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Time when call made    26. A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
Liability of joint holders    27. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
Interest payable    28. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid. The interest shall be paid at the rate fixed by the terms of allotment of the relevant share or in the notice of the call or, if no rate is fixed, at such rate, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), as may be determined by the board. The board shall be at liberty to waive payment of such interest wholly or in part in respect of any individual member.
Deemed calls on allotment    29. An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
Differentiation on calls    30. Subject to the terms of allotment, the board may make arrangements on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of calls on their shares.
Payment of calls in advance    31. The board may, if it thinks fit, receive from any member all or any part of the moneys uncalled and unpaid on any share held by him. Such payment in advance of calls shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (until they would but for such advance become presently payable) interest at such rate as may be agreed between the board and the member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act).
   FORFEITURE AND SURRENDER
Notice requiring payment of call    32. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
Forfeiture for non-compliance    33. If any notice issued in accordance with Article 32 is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When any share has been forfeited,

 

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   notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by any omission or neglect to send such notice or to make such entries.
Sale of forfeited shares    34. Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company’s powers under Article 8. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share.
Liability following forfeiture    35. A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a certificated share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.
Surrender    36. The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
Extinction of rights    37. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Companies Acts.
Evidence of forfeiture or surrender    38. A statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the

 

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   application of the purchase money, if any, nor shall his title to the share be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
   TRANSFER OF SHARES
Form and execution of transfer of certificated shares    39. Without prejudice to any power of the Company to register as shareholder a person to whom the right to any share has been transmitted by operation of law, the instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve. An instrument of transfer shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.
Transfers of partly paid certificated shares    40. The board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.
Invalid transfers of certificated shares    41. The board may also refuse to register the transfer of a certificated share unless the instrument of transfer:
   (a)    is lodged, duly stamped (if stampable), at the office or at such other place appointed by the board accompanied by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer;
   (b)    is in respect of only one class of shares; and
   (c)    is in favour of not more than four transferees.
Transfers by recognised persons    42. In the case of a transfer of a certificated share by a recognised person, the lodging of a share certificate will only be necessary if and to the extent that a certificate has been issued in respect of the share in question.
Notice of refusal to register    43. If the board refuses to register a transfer of a share in certificated form, it shall send the transferee notice of its refusal within two months after the date on which the instrument of transfer was lodged with the Company.
No fee payable on registration    44. No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to a share.
Retention of transfers    45. The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the board refuses to register shall be returned to the person lodging it when notice of the refusal is sent.
   TRANSMISSION OF SHARES
Transmission    46. If a member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest. Nothing in these Articles shall release the estate of a deceased member (whether a sole or joint holder) from any liability in respect of any share held by him.

 

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Elections permitted    47. A person becoming entitled to a share by transmission may, on production of such evidence as to his entitlement as the board may properly require, elect either to become the holder of the share or to have another person nominated by him registered as the transferee. If he elects to become the holder he shall send notice to the Company to that effect. If he elects to have another person registered and the share is a certificated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the board may require (including, without limitation, the execution of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to any such notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
Elections required    48. The board may at any time send a notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within sixty days, the board may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.
Rights of persons entitled by transmission    49. A person becoming entitled by transmission to a share shall, on production of any evidence as to his entitlement properly required by the board and subject to the requirements of Article 47, have the same rights in relation to the share as he would have had if he were the holder of the share, subject to Article 186. That person may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of, or to attend or vote at, any separate meeting of the holders of any class of shares in the capital of the Company.
   ALTERATION OF SHARE CAPITAL
New shares subject to these Articles    50. All shares created by increase of the Company’s share capital, by consolidation, division or sub-division of its share capital or the conversion of stock into paid-up shares shall be:
   (a)    subject to all the provisions of these Articles including, without limitation, provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and
   (b)    unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares.
Fractions arising    51. Whenever any fractions arise as a result of a consolidation or sub-division of shares, the board may on behalf of the members deal with the fractions as it thinks fit. In particular, without limitation, the board may sell shares representing fractions to

 

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   which any members would otherwise become entitled to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members or determine that the net proceeds of sale be retained for the benefit of the Company. Where the shares to be sold are held in certificated form, the board may authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. Where the shares to be sold are held in uncertificated form, the board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the purchase moneys and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.
   GENERAL MEETINGS
Annual general meetings    52. The board shall convene and the Company shall hold a general meeting as its annual general meeting in accordance with the requirements of the Companies Acts.
Class meetings    53. All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the holders of any class of shares in the capital of the Company, except that:
   (a)    the necessary quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such holders, one holder present in person or by proxy, whatever the amount of his holding, who shall be deemed to constitute a meeting;
   (b)    any holder of shares of the class present in person or by proxy may demand a poll; and
   (c)    each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him.
   For the purposes of this Article, where a person is present by proxy or proxies, he is treated only as holding the shares in respect of which those proxies are authorised to exercise voting rights.
Convening general meetings    54. The board may call general meetings whenever and at such times and places as it shall determine. On the requisition of members pursuant to the provisions of the Companies Acts, the board shall promptly convene a general meeting in accordance with the requirements of the Companies Acts. If there are insufficient directors in the United Kingdom to call a general meeting any director of the Company may call a general meeting, but where no director is willing or able to do so, any two members of the Company may summon a meeting for the purpose of appointing one or more directors.

 

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   NOTICE OF GENERAL MEETINGS
Period of notice    55. An annual general meeting shall be called by at least 21 clear days’ notice. Subject to the provisions of the Companies Acts, all other general meetings may be called by at least 14 clear days’ notice.
Recipients of notice    56. Subject to the provisions of the Companies Acts, to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be sent to every member and every director. The auditors are entitled to receive all notices of , and other communications relating to, any general meeting which any member is entitled to receive.
Uncontactable shareholders    57. Subject to the provisions of the Act, if on two consecutive occasions notices or any other documents have been sent by post to a member at his registered address but have been returned undelivered, then the member shall not be entitled to receive any subsequent notice or other documents until he has given to the Company a new registered address or has notified the Company in writing that such notices or other documents should continue to be sent to his registered address. For the purposes of this Article references to registered address mean, in the case of a member whose registered address is not within an EEA State, any address within an EEA State given by him to the Company for the service of notices or other documents. References to other documents do not include references to dividend warrants or cheques, which the Company shall be entitled to cease sending in accordance with the provisions of Article 192.
Contents of notice: general    58. Subject to the provisions of the Companies Acts, the notice shall specify the time, date and place of the meeting (including, without limitation, any satellite meeting place arranged for the purposes of Article 61, which shall be identified as such in the notice) and the general nature of the business to be dealt with.
Contents of notice: additional requirements    59. In the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.
Article 63 arrangements    60. The notice shall include details of any arrangements made for the purpose of Article 63 (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates).
General meetings at more than one place    61. The board may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at all the meeting places are able to:
   (a)    participate in the business for which the meeting has been convened;

 

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   (b)    hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and
   (c)    be heard and seen by all other persons so present in the same way.
   The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
Interruption or adjournment where facilities inadequate    62. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 61, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 74 shall apply to that adjournment.
Other arrangements for viewing and hearing proceedings    63. The board may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting; and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.
Controlling level of attendance    64. The board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 63 (including, without limitation, the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 63. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.
Change in place and/or time of meeting    65. If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 61 applies) and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 61 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the board may then change the place (or any of the places, in the case of a meeting to which Article 61 applies)

 

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   and/or postpone the time again if it decides that it is reasonable to do so. In either case:
   (a)    no new notice of the meeting need be sent, but the board shall, if practicable, advertise the date, time and place of the meeting in at least two newspapers having a national circulation and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and
   (b)    a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 101(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 101(b), at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
Meaning of participate    66. For the purposes of Articles 61 to 65, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting.
Accidental omission to send notice etc.    67. The accidental omission to send a notice of a meeting or resolution, or to send any notification where required by the Companies Acts or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Acts or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.
Security    68. The board and, at any general meeting, the chairman may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The board and, at any general meeting, the chairman are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.
   PROCEEDINGS AT GENERAL MEETINGS
Quorum    69. No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless:
   (a)    each is a qualifying person only because he is authorised under the Companies Acts to act as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or

 

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   (b)    each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.
   For the purposes of this Article a “qualifying person” means: (i) an individual who is a member of the Company; (ii) a person authorised under the Companies Acts to act as a representative of the corporation in relation to the meeting; or (iii) a person appointed as proxy of a member in relation to the meeting.
If quorum not present    70. If such a quorum is not present within five minutes (or such longer time not exceeding thirty minutes as the chairman of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and place as the chairman of the meeting may, subject to the provisions of the Companies Acts, determine. If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the meeting shall be dissolved.
Chairman    71. The chairman, if any, of the board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated by the board, shall preside as chairman of the meeting. If neither the chairman, deputy chairman nor such other director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be chairman. If no director is willing to act as chairman, or if no director is present within five minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to be chairman.
Directors entitled to speak    72. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the capital of the Company.
Adjournment: chairman’s powers    73. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chairman’s power to adjourn a meeting conferred by Article 62), the chairman may adjourn the meeting to another time and place without such consent if it appears to him that:
   (a)    it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or
   (b)    the conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or

 

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   (c)    an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
Adjournment: procedures    74. Any such adjournment may, subject to the provisions of the Companies Acts, be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 101 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by Article 101(a). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven clear days before the date of the adjourned meeting specifying the time and place (or places, in the case of a meeting to which Article 61 applies) of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting.
Amendments to resolutions    75. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either:
   (a)    at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or
   (b)    the chairman in his absolute discretion decides that the amendment may be considered and voted on.
Methods of voting    76. A resolution put to the vote of a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Acts, a poll may be demanded by:
   (a)    the chairman of the meeting; or

 

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   (b)    (except on the election of the chairman of the meeting or on a question of adjournment) at least five members present in person or by proxy having the right to vote on the resolution; or
   (c)    any member or members present in person or by proxy representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or
   (d)    any member or members present in person or by proxy holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).
   The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article, a demand by a proxy counts: (i) for the purposes of paragraph (b) of this Article, as a demand by the member; (ii) for the purposes of paragraph (c) of this Article, as a demand by a member representing the voting rights that the proxy is authorised to exercise; and (iii) for the purposes of paragraph (d) of this Article, as a demand by a member holding the shares to which those rights are attached.
Declaration of result    77. Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
Withdrawal of demand for poll    78. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other member entitled may demand a poll.
Conduct of poll    79. Subject to Article 80 a poll shall be taken as the chairman directs and he may, and shall if required by the meeting, appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
When poll to be taken    80. A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either at the meeting or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

 

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Notice of poll    81. No notice need be sent of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any other case at least seven clear days’ notice shall be sent before the taking of the poll specifying the time and place at which the poll is to be taken.
Effectiveness of special resolutions    82. Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.
   VOTES OF MEMBERS
Right to vote on a show of hands    83. Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a show of hands:
   (a)    every member who is present in person shall have one vote;
   (b)    subject to paragraph (c) of this Article, every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote;
   (c)    a proxy has one vote for and one vote against the resolution if:
      (i)    the proxy has been duly appointed by more than one member entitled to vote on the resolution, and
      (ii)    the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it.
Right to vote on a poll    84. Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.
Votes of joint holders    85. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.
Member under incapacity    86. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

 

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Calls in arrears    87. No member shall be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid
Section 793 of the Act: restrictions if in default    88. If at any time the board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Act (a section 793 notice ) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the board may, in its absolute discretion at any time thereafter by notice (a direction notice ) to such member direct that:
   (a)    in respect of the shares in relation to which the default occurred (the default shares , which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and
   (b)    where the default shares represent at least  1 4  of one per cent. in nominal value of the issued shares of their class (excluding any shares of that class held as treasury shares), the direction notice may additionally direct that in respect of the default shares:
      (i)    no payment shall be made by way of dividend and no share shall be allotted pursuant to Article 184;
      (ii)    no transfer of any default share shall be registered unless:
         (A)    the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the board may in its absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or
         (B)    the transfer is an approved transfer; or
         (C)    registration of the transfer is required by the Regulations.
Copy of notice to interested persons    89. The Company shall send the direction notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice.
When restrictions cease to have effect    90. Any direction notice shall cease to have effect. not more than seven days after the earlier of receipt by the Company of:
   (a)       a notice of an approved transfer, but only in relation to the shares transferred; or

 

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   (b)    all the information required by the relevant section 793 notice, in a form satisfactory to the board.
Board may cancel restrictions    91. The board may at any time send a notice cancelling a direction notice.
Conversion of uncertificated shares    92. The Company may exercise any of its powers under Article 8 in respect of any default share that is held in uncertificated form.
Supplementary provisions    93. For the purposes of this Article and Articles 88, 89, 90, 91 and 92:
   (a)    a person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Act which either (i) names such person as being so interested or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;
   (b)    the prescribed period is 14 days from the date of service of the section 793 notice; and
   (c)    a transfer of shares is an approved transfer if:
      (i)    it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 974 of the Act); or
      (ii)    the board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other person appearing to be interested in the shares; or
      (iii)    the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded.
Section 794 of the Act    94. Nothing contained in Article 88, 89, 90, 91, 92 or 93 limits the power of the Company under section 794 of the Act.
Errors in voting    95. If any votes are counted in any meeting which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment thereof, and it is in the opinion of the chairman of sufficient magnitude to vitiate the result of the voting.
Objection to voting    96. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

 

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Voting: additional provisions    97. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
   PROXIES AND CORPORATE REPRESENTATIVES
Appointment of proxy: form    98. The appointment of a proxy shall be made in writing and shall be in any usual form or in any other form which the board may approve. Subject thereto, the appointment of a proxy may be:
   (a)    in hard copy form; or
   (b)    in electronic form, to the electronic address provided by the Company for this purpose.
Execution of proxy    99. The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed in such manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointer or any person duly authorised by the appointer or, if the appointer is a corporation, executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution.
Proxies: other provisions    100. The board may, if it thinks fit, but subject to the provisions of the Companies Acts, at the Company’s expense send hard copy forms of proxy for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the board. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member.
Delivery/receipt of proxy appointment    101. Without prejudice to Article 65(b) or to the second sentence of Article 74, the appointment of a proxy shall:
   (a)    if in hard copy form, be delivered by hand or by post to the office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose:
      (i)    in the notice convening the meeting; or
      (ii)    in any form of proxy sent by or on behalf of the Company in relation to the meeting;
      not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 65) at which the person named in the appointment proposes to vote; or

 

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   (b)    if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of the Companies Acts or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form:
      (i)    in the notice convening the meeting; or
      (ii)    in any form of proxy sent by or on behalf of the Company in relation to the meeting; or
      (iii)    in any invitation to appoint a proxy issued by the Company in relation to the meeting; or
      (iv)    on a website that is maintained by or on behalf of the Company and identifies the Company,
      not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 65) at which the person named in the appointment proposes to vote; or
   (c)    in either case, where a poll is taken more than 48 hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
   (d)    if in hard copy form, where a poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director.
   In calculating the periods mentioned in this Article, the board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.
Authentication of proxy appointment not made by holder    102. Subject to the provisions of the Companies Acts, where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:
   (a)    the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder; and
   (b)    that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of any reasonable evidence of the authority under which the appointment has been made, sent or supplied (which may include a copy of such authority certified notarially or in some other way approved by the board), to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid.

 

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Validity of proxy appointment    103. A proxy appointment which is not delivered or received in accordance with Article 101 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Acts, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.
Rights of proxy    104. A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing member’s rights to attend and to speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.
Vote by proxy    105. The Company shall not be required to check that a proxy or corporate representative votes in accordance with any instructions given by the member by whom he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.
Corporate representatives    106. Any corporation which is a member of the Company (in this Article the grantor ) may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. A director, the secretary or other person authorised for the purpose by the secretary may require all or any of such persons to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers. Such person is entitled to exercise the same powers on behalf of the grantor as the grantor could exercise if it were an individual member of the Company. Where the grantor authorises more than one person:
   (a)    on a vote on a resolution on a show of hands at a meeting of the Company, each authorised person has the same voting rights as the grantor would be entitled to; and
   (b)    where paragraph (a) of this Article does not apply and more than one authorised person purport to exercise a power in respect of the same shares:
      (i)    if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
      (ii)    if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
Revocation of authority    107. The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:
   (a)    whether he counts in deciding whether there is a quorum at a meeting;

 

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   (b)    the validity of anything he does as chairman of a meeting;
   (c)    the validity of a poll demanded by him at a meeting; or
   (d)    the validity of a vote given by that person,
   unless notice of the termination was either delivered or received as mentioned in the following sentence at least three hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 101(a) or in electronic form received at the address specified by or on behalf of the Company in accordance with Article 101(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.
   NUMBER OF DIRECTORS
Limits on number of directors    108. Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall be not less than five nor more than twenty in number.
   APPOINTMENT AND RETIREMENT OF DIRECTORS
Number of directors to retire    109. At every annual general meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office, but:
   (a)    if any director has at the start of the annual general meeting been in office for three years or more since his last appointment or re-appointment, he shall retire at that annual general meeting; and
   (b)    if there is only one director who is subject to retirement by rotation, he shall retire at that annual general meeting.
Which directors to retire    110. Subject to the provisions of the Companies Acts and these Articles, the directors to retire by rotation shall be, first, those who wish to retire and not be re-appointed to office and, second, those who have been longest in office since their last appointment or re-appointment. As between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the board at the date of the notice convening the annual general meeting. No director shall be required to retire or be relieved from retiring or be retired by reason of any change in the number or identity of the directors after the date of the notice but before the close of the meeting.

 

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When director deemed to be re-appointed    111. If the Company does not fill the vacancy, at the meeting at which a director retires by rotation or otherwise, the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost.
Eligibility for election    112. No person other than a director retiring by rotation shall be appointed a director at any general meeting unless:
   (a)    he is recommended by the board; or
   (b)    not less than ten nor more than 42 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting (not being the person to be proposed) has been received by the Company of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company’s register of directors, together with notice by that person of his willingness to be appointed.
Separate resolutions on appointment    113. Except as otherwise authorised by the Companies Acts, the appointment of any person proposed as a director shall be effected by a separate resolution.
Additional powers of the Company    114. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director and may also determine the rotation in which any additional directors are to retire. The appointment of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting.
Appointment by board    115. The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term, provided that the appointment does not cause the number of directors to exceed the number, if any, fixed by or in accordance with these Articles as the maximum number of directors. Irrespective of the terms of his appointment, a director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he shall vacate office at its conclusion.
Position of retiring directors    116. A director who retires at an annual general meeting may, if willing to act, be re-appointed. If he is not re-appointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
No share qualification    117. A director shall not be required to hold any shares in the capital of the Company by way of qualification.
   ALTERNATE DIRECTORS
Power to appoint alternates    118. Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the board and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.

 

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Alternates entitled to receive notice    119. An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of the board of which his appointer is a member, to attend and vote at any such meeting at which his appointer is not personally present, and generally to perform all the functions of his appointer (except as regards power to appoint an alternate) as a director in his absence. It shall not be necessary to send notice of such a meeting to an alternate director who is absent from the United Kingdom.
Alternates representing more than one director    120. A director or any other person may act as alternate director to represent more than one director, and an alternate director shall be entitled at meetings of the board or any committee of the board to one vote for every director whom he represents (and who is not present) in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.
Expenses and remuneration of alternates    121. An alternate director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a director but shall not in respect of his services as an alternate director be entitled to receive any remuneration from the Company except such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice to the Company from time to time direct. An alternate director shall be entitled to be indemnified by the Company to the same extent as if he were a director.
Termination of appointment    122. An alternate director shall cease to be an alternate director:
   (a)    if his appointer ceases to be a director; but, if a director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his re-appointment; or
   (b)    on the happening of any event which, if he were a director, would cause him to vacate his office as director; or
   (c)    if he resigns his office by notice to the Company.
Method of appointment and revocation    123. Any appointment or removal of an alternate director shall be by notice to the Company by the director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 118) on receipt of such notice by the Company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose.
Alternate not an agent of appointer    124. Save as otherwise expressly provided in these Articles, an alternate director shall be deemed for all purposes to be a director and accordingly, except where the context otherwise requires, a reference to a director shall be deemed to include a reference to an alternate director. An alternate director shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.

 

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   POWERS OF THE BOARD
Business to be managed by board    125. Subject to the provisions of the Companies Acts and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may exercise all the powers of the Company including, without limitation, the power to dispose of all or any part of the undertaking of the Company. No alteration of the Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
Exercise by Company of voting rights    126. The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise thereof in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).
   DELEGATION OF POWERS OF THE BOARD
Committees of the board    127. The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered. The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The number of co-opted members shall be not more than one-half of the total membership of the committee.
   Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.
Local boards, etc.    128. The board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made on such terms and subject to such conditions as the board may decide. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

 

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Agents    129. The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including, without limitation, authority for the agent to delegate all or any of his powers, authorities and discretions, and may revoke or vary such delegation.
Offices including title “director”    130. The board may appoint any person to any office or employment having a designation or title including the word “director” or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word “director” in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles.
   BORROWING POWERS
Power to borrow    131. The board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Borrowing limit    132. The board shall, in relation to the borrowings of the Company and its subsidiaries for the time being (in these Articles 131 to 138 called the Group ), restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (as regards subsidiaries so far as by such exercise they can secure) that the aggregate nominal or principal amount (together with any fixed or minimum premium payable on final repayment) for the time being owing by the Group in respect of moneys borrowed (exclusive of moneys borrowed by the Company from and for the time being owing to any of its subsidiaries or by any such subsidiary from and for the time being owing to the Company or another such subsidiary of the Company) less cash deposits shall not without the previous sanction of an ordinary resolution exceed an amount equal to the higher of: (i) eight thousand million pounds; and (ii) two and a half times the adjusted total of capital and reserves.
Definitions    133. For the purpose of Articles 132 to 137:
   (a)    the expression the adjusted total of capital and reserves means the aggregate of:
      (i)   the amount for the time being paid up on the issued share capital of the Company; and

 

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      (ii)    the amounts standing to the credit of the consolidated reserves of the Group (including the balances standing to the credit of profit and loss account and share premium account, including the Company’s appropriate share of the reserves of its associated undertakings) as shown in the last audited consolidated balance sheet of the Group and of the Company’s equity interest in associated undertakings after making such adjustments as in the opinion of the auditors may be appropriate, including adjustments to take account of any alterations to such reserves resulting from any distributions or any issues of share capital whether for cash or other consideration (including any transfers to share premium account in connection therewith) or any payments up by capitalisation from reserves of share capital theretofore not paid up or any reductions of paid up share capital or share premium account which may have taken place since the date of such balance sheet, less any amounts included in the reserves and appearing on such consolidation as being reserved or set aside for future taxation assessable by reference to profits earned down to the date to which such balance sheets are made up and after adding back an appropriate proportion of the amount of goodwill arising on acquisitions, made since 31 March 1989, of companies and businesses remaining within the Group or associated undertakings of the Company which, as at the date of the last such audited consolidated balance sheet, has been written off against reserves in accordance with United Kingdom accounting practices, the appropriate proportion of an amount of goodwill arising on any such acquisition being such amount thereof as would not have been amortised by such date if such goodwill were to be amortised over forty years;
   (b)    the expression cash deposits means all cash deposits (otherwise than on current account) with banks (not being the Company or any subsidiary of the Company), certificates of deposit and securities of governments and companies and similar instruments owned by the Company and/or any subsidiary of the Company which are or represent amounts available (or which will become available) for repayment of any moneys borrowed;
   (c)    the nominal or principal amount of any share capital, debentures or moneys borrowed from any person or body, the beneficial interest in which or the right to payment or repayment of which is not for the time being owned by and the repayment of which is guaranteed or secured by or is the subject of an indemnity given or assumed by the Company or any of its subsidiaries (but in the case of a subsidiary only that proportion hereof as the equity share capital of such subsidiary which is beneficially owned directly or indirectly by the Company bears to the total equity share capital of such subsidiary) shall be deemed to be moneys borrowed by the Company.
Treatment of capital    134. For the purpose of Articles 132 to 137 capital allotted shall be treated as issued and any capital already called up or payable at any fixed future date shall be treated as already paid up.

 

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Moneys borrowed    135. Moneys borrowed for the purpose and within four months applied in repaying other borrowed moneys falling to be taken into account shall not themselves be taken into account until such application.
Subsidiaries    136. For the purpose of Articles 132 to 137 there shall be included in the meanings of moneys borrowed and cash deposits such proportion of the money borrowed by, or cash deposits of, a subsidiary company as the equity share capital of such subsidiary which is beneficially owned directly or indirectly by the Company bears to the total equity share capital of such subsidiary and the remainder of the money borrowed by, and the cash deposits of, such subsidiary shall be excluded.
Determining whether limit breached    137. A certificate or report by the auditors for the time being of the Company as to the amount of the adjusted total of capital and reserves or the amount of any moneys borrowed or to the effect that the limit imposed by Articles 132 to 136 has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of Articles 132 to 136.
Persons dealing with the Company    138. No person dealing with the Company or any of its subsidiaries shall by reason of the foregoing provisions be concerned to see or enquire whether this limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had at the time when the debt was incurred or security given express notice that the limit hereby imposed had been or would thereby be exceeded.
   DISQUALIFICATION AND REMOVAL OF DIRECTORS
Disqualification of a director    139. A person ceases to be a director as soon as:
   (a)    that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;
   (b)    a bankruptcy order is made against that person;
   (c)    a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
   (d)    a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
   (e)    by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
   (f)    notification is received by the Company from the director that the director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms, or his office as a director is vacated pursuant to Article 115; or

 

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   (g)    that person receives notice signed by not less than three quarters of the other directors stating that that person should cease to be a director. In calculating the number of directors who are required to give such notice to the director: (i) an alternate director appointed by him acting in his capacity as such shall be excluded; and (ii) a director and any alternate director appointed by him and acting in his capacity as such shall constitute a single director for this purpose, so that notice by either shall be sufficient.
Power of Company to remove director    140. The Company may, without prejudice to the provisions of the Companies Acts, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against his removal. The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. Any person so appointed shall, for the purpose of determining the time at which he or any other director is to retire by rotation, be treated as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. In default of such appointment the vacancy arising on the removal of a director from office may be filled as a casual vacancy.
   NON-EXECUTIVE DIRECTORS
Arrangements with non-executive directors    141. Subject to the provisions of the Companies Acts, the board may enter into, vary and terminate an agreement or arrangement with any director who does not hold executive office for the provision of his services to the Company. Subject to Articles 142 and 143, any such agreement or arrangement may be made on such terms as the board determines.
Ordinary remuneration    142. The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £500,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board.
Additional remuneration    143. The directors may grant extra remuneration to any director who does not hold executive office and who serves on any committee of the board or, being called upon, performs any other special or extra services to or at the request of the Company. Such extra remuneration may be made payable to such director in addition to or in substitution for his ordinary remuneration (if any) as a director, and may, without prejudice to the provisions of Article 142, be made payable by a lump sum or by way of salary or commission on the dividends or profits of the Company or of any other company in which the Company is interested or other participation in any such profits or otherwise, or by any or all or partly by one and partly by another or other of those modes.

 

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   DIRECTORS’ EXPENSES
Directors may be paid expenses    144. The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the board or committees of the board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.
   EXECUTIVE DIRECTORS
Appointment to executive office    145. Subject to the provisions of the Companies Acts, the board may appoint one or more of its body to be the holder of any executive office (except that of auditor) in the Company and may enter into an agreement or arrangement with any such director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms, including, without limitation, terms as to remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revocation or variation.
Termination of appointment to executive office    146. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any rights or claims which he may have against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because his appointment to such executive office terminates.
Emoluments to be determined by the board    147. The emoluments of any director holding executive office for his services as such shall be determined by the board, and may be of any description, including (without limitation) admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership of any such scheme or fund.
   DIRECTORS’ INTERESTS
Authorisation under s175 of the Act    148. For the purposes of section 175 of the Act, the board may authorise any matter proposed to it in accordance with these Articles which would, if not so authorised, involve a breach of duty by a director under that section, including, without limitation, any matter which relates to a situation in which a director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such authorisation will be effective only if:
   (a)    any requirement as to quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and

 

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   (b)    the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
  

The board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise given to the fullest extent permitted. The board may vary or terminate any such authorisation at any time.

   For the purposes of the Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
Director may contract with the Company and hold other offices etc.    149. Provided that he has disclosed to the board the nature and extent of his interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Act apply, in which case no such disclosure is required) a director notwithstanding his office:
   (a)    may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
   (b)    may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director; and
   (c)    may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate:
      (i)    in which the Company is (directly or indirectly) interested as shareholder or otherwise; or
      (ii)    with which he has such a relationship at the request or direction of the Company.
Remuneration, benefits etc.    150. A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:
   (a)    the acceptance, entry into or existence of which has been approved by the board pursuant to Article 148 (subject, in any such case, to any limits or conditions to which such approval was subject); or
   (b)    which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 149;
   nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.

 

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Notification of interests    151. Any disclosure required by Article 149 may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with section 177 of the Act.
Duty of confidentiality to another person    152. A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this Article applies only if the existence of that relationship has been approved by the board pursuant to Article 148. In particular, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he fails:
   (a)    to disclose any such information to the board or to any director or other officer or employee of the Company; and/or
   (b)    to use or apply any such information in performing his duties as a director of the Company.
Consequences of authorisation    153. Where the existence of a director’s relationship with another person has been approved by the board pursuant to Article 148 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:
   (a)    absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
   (b)    makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser,
   for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists.
Without prejudice to equitable principles or rule of law   

154. The provisions of Articles 152 and 153 are without prejudice to any equitable principle or rule of law which may excuse the director from:

 

   (a)    disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or
   (b)    attending meetings or discussions or receiving documents and information as referred to in Article 153, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles.

 

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   GRATUITIES, PENSIONS AND INSURANCE
Gratuities and pensions    155. The board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
Insurance    156. Without prejudice to the provisions of Article 225, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:
   (a)    a director, officer or employee of the Company, or of any other body which is or was the holding company or subsidiary undertaking of the Company or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
   (b)    a trustee of any pension fund in which employees of the Company or of any other body referred to in paragraph (a) of this Article are or have been interested,
   including, without limitation, insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.
Directors not liable to account    157. No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.
Section 247 of the Act    158. The board may make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiaries other than a director or former director or shadow director in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary. Any such provision shall be made by a resolution of the board in accordance with section 247 of the Act.
   PROCEEDINGS OF THE BOARD
Convening meetings and proceedings    159. Subject to the provisions of these Articles, the board may regulate its proceedings as it thinks fit. A director may, and the secretary at the request of a director shall, call a meeting of the board by giving notice of the meeting to each director. Notice of a board meeting shall be deemed to be given to a director if it is

 

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   given to him personally or by word of mouth or sent in hard copy form to him at his last known address or such other address (if any) as may for the time being be specified by him or on his behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during his absence be sent in hard copy form or in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose, but such notices need not be sent any earlier than notices sent to directors not so absent and, if no such request is made to the board, it shall not be necessary to send notice of a board meeting to any director who is for the time being absent from the United Kingdom. No account is to be taken of directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. Any director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the board so determines and any such determination may be retrospective.
Quorum    160. The quorum for the transaction of the business of the board may be fixed by the board and unless so fixed at any other number shall be two. A person who holds office only as an alternate director may, if his appointer is not present, be counted in the quorum. Any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no director objects.
Powers of directors if number falls below minimum    161. The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
Chairman and deputy chairman    162. The board may appoint one of their number to be the chairman, and one of their number to be the deputy chairman, of the board and may at any time remove either of them from such office. Unless he is unwilling to do so, the director appointed as chairman, or in his stead the director appointed as deputy chairman, shall preside at every meeting of the board at which he is present. If there is no director holding either of those offices, or if neither the chairman nor the deputy chairman is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
Validity of acts of the board    163. All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director or alternate director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or any member of the committee or alternate director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or, as the case may be, an alternate director and had been entitled to vote.

 

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Resolutions in writing    164. A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the board or of a committee of the board (not being less than the number of directors required to form a quorum of the board) shall be as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly convened and held. For this purpose:
   (a)    a director signifies his agreement to a proposed written resolution when the Company receives from him a document indicating his agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form;
   (b)    the director may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose;
   (c)    if an alternate director signifies his agreement to the proposed written resolution, his appointer need not also signify his agreement; and
   (d)    if a director signifies his agreement to the proposed written resolution, an alternate director appointed by him need not also signify his agreement in that capacity.
Meetings by telephone, etc    165. Without prejudice to the first sentence of Article 159, a person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if he is able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously. A director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. The word meeting in these Articles shall be construed accordingly.
Directors’ power to vote on contracts in which they are interested    166. Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board concerning a matter in which he has an interest (other than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only because the resolution concerns one or more of the following matters:
   (a)    the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
   (b)    the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;

 

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   (c)    a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
   (d)    a contract, arrangement, transaction or proposal concerning any other body corporate in which he or any person connected with him is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be likely to give rise to a conflict with the interests of the Company in all circumstances);
   (e)    a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and
   (f)    a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any directors of the Company or for persons who include directors of the Company.
   For the purposes of this Article, in relation to an alternate director, an interest of his appointer shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
Shareholder approval    167. The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of the board or of a committee of the board.
Division of proposals    168. Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately. In such cases each of the directors concerned shall be entitled to vote in respect of each resolution except that concerning his own appointment.
Decision of chairman final and conclusive    169. If a question arises at a meeting of the board or of a committee of the board as to the entitlement of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the director concerned have not been fairly

 

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   disclosed. If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the board (on which the chairman shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chairman have not been fairly disclosed.
   SECRETARY
Appointment and removal of secretary    170. Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term, at such remuneration and on such conditions as it may think fit. The board may, in addition, and at any time and from time to time appoint any person to be assistant or deputy secretary and anything required or authorised to be done by or to the secretary may be done by or to any assistant or deputy secretary so appointed. Any secretary or assistant or deputy secretary so appointed may be removed by the board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
   MINUTES
Minutes required to be kept    171. The board shall cause minutes to be recorded for the purpose of:
   (a)    all appointments of officers made by the board; and
   (b)    all proceedings at meetings of the Company, the holders of any class of shares in the capital of the Company, the board and committees of the board, including the names of the directors present at each such meeting.
Conclusiveness of minutes    172. Any such minutes, if purporting to be authenticated by the chairman of the meeting to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.
   THE SEAL
Authority required for use of seal    173. The seal shall only be used by the authority of a resolution of the board or of a committee of the board. The board may determine who shall sign any document executed under the seal and unless otherwise so determined it shall be signed by at least one director and the secretary or by at least two directors. Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document.
Certificates for shares and debentures    174. The board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of security may have any signature affixed to it by some mechanical or electronic means, or printed thereon and that in the case of a certificate executed under the seal need not bear any signature.
Execution of instrument as a deed under hand    175. Any document executed, with the authority of a resolution of the board or of a committee of the board, in any manner permitted by section 44(2) of the Act and expressed (in whatever form of words) to be executed by the Company shall have the same effect as if executed under the seal.

 

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Delivery of deeds    176. A document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of its having been executed by the Company.
   REGISTERS
Overseas and local registers    177. Subject to the provisions of the Companies Acts and the Regulations, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks fit about the keeping of that register.
Authentication and certification of copies and extracts   

178. Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from:

 

   (a)    any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form;
   (b)    any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the board or any committee of the board, whether in hard copy form or electronic form; and
   (c)    any book, record and document relating to the business of the Company, whether in hard copy form or electronic form (including, without limitation, the accounts).
   If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.
   DIVIDENDS
Declaration of dividends    179. Subject to the provisions of the Companies Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.
Interim dividends    180. Subject to the provisions of the Companies Acts, the board may pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The board may also pay at intervals settled by it any dividend payable at a fixed rate if it appears to the board that the profits available for distribution justify the payment. Provided the board acts in good faith it shall not incur

 

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   any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Declaration and payment in different currencies    181. Dividends may be declared and paid in any currency or currencies that the board shall determine. The board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency.
Apportionment of dividends    182. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is allotted or issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
Dividends in specie    183. A general meeting declaring a dividend may, on the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets including, without limitation, paid up shares or debentures of any other body corporate. Where any difficulty arises regarding the distribution, the board may make any arrangements as it thinks fit to settle the same, including without limitation: (a) the fixing of the value for distribution of any assets; (b) the payment of cash to any member on the basis of the value so fixed in order to adjust the rights of members; and (c) the vesting of any assets in trustees.
Scrip dividends: authorising resolution    184. The board may, if authorised by an ordinary resolution of the Company (the Resolution ), offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any dividend specified by the Resolution. The offer shall be on the terms and conditions and be made in the manner specified in Article 185 or, subject to those provisions, specified in the Resolution.
Scrip dividends: procedures   

185. The following provisions shall apply to the Resolution and any offer made pursuant to it and Article 184.

 

   (a)    The Resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period.
   (b)    Each holder of shares shall be entitled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo (each a new share ). For this purpose, the value of each new share shall be:
      (i)    equal to the average quotation for the Company’s ordinary shares, that is, the average of the middle market quotations for those shares on the London Stock Exchange plc, as derived from the Daily Official List, on the day on which such shares are first quoted ex the relevant dividend and the four subsequent dealing days; or

 

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     (ii)    calculated in any other manner specified by the Resolution,
     but shall never be less than the par value of the new share.
     A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value.
  (c)    On or as soon as practicable after announcing that any dividend is to be declared or recommended, the board, if it intends to offer an election in respect of that dividend, shall also announce that intention. If, after determining the basis of allotment, the board decides to proceed with the offer, it shall notify the holders of shares of the terms and conditions of the right of election offered to them, specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in order to be effective.
  (d)    The board shall not proceed with any election unless the board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined.
  (e)    The board may exclude from any offer any holders of shares where the board believes the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
  (f)    The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (the elected shares ) and instead such number of new shares shall be allotted to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article. For that purpose the board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including, without limitation, the profit and loss account), whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article.
  (g)    The new shares when allotted shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend.
  (h)    No fraction of a share shall be allotted. The board may make such provision as it thinks fit for any fractional entitlements including, without limitation, payment in cash to holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder.

 

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   (i)    The board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article or otherwise in connection with any offer made pursuant to this Article and may authorise any person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters. Any agreement made under such authority shall be effective and binding on all concerned.
   (j)    The board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article.
Permitted deductions and retentions    186. The board may deduct from any dividend, or other moneys payable to any member in respect of a share, any moneys presently payable by him to the Company in respect of that share. Where a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person’s transferee) becomes the holder of that share.
Procedure for payment to holders and others entitled   

187. Any dividend or other moneys payable in respect of a share may be paid:

 

   (a)   

in cash; or

 

   (b)   

by cheque or warrant made payable to or to the order of the holder or person entitled to payment; or

 

   (c)   

by any direct debit, bank or other funds transfer system to the holder or person entitled to payment or, if practicable, to a person designated by notice to the Company by the holder or person entitled to payment; or

 

   (d)    by any other method approved by the board and agreed (in such form as the Company thinks appropriate) by the holder or person entitled to payment, including (without limitation) in respect of an uncertificated share, by means of the relevant system (subject to the facilities and requirements of the relevant system).
Joint entitlement    188. If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may:
   (a)    pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and
   (b)    for the purpose of Article 187, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, any one of them.
Payment by post    189. A cheque or warrant may be sent by post:
   (a)    where a share is held by a sole holder, to the registered address of the holder of the share; or

 

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   (b)    if two or more persons are the holders, to the registered address of the person who is first named in the register; or
   (c)    if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 205; or
   (d)    in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company.
Discharge to Company and risk    190. Payment of a cheque or warrant by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer or, in respect of an uncertificated share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct) shall be a good discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 187.
Interest not payable    191. No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
Forfeiture of unclaimed dividends    192. Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a member if those instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the member’s new address. The entitlement conferred on the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or cheque.
   CAPITALISATION OF PROFITS AND RESERVES
Power to capitalise    193. The board may with the authority of an ordinary resolution of the Company:
   (a)    subject to the provisions of this Article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund including, without limitation, the Company’s share premium account and capital redemption reserve, if any;
   (b)    appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolution who would

 

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      have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares, debentures or other obligations of the Company of a nominal amount equal to that sum, and allot the shares, debentures or other obligations credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up shares to be allotted to members credited as fully paid;
   (c)    where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provision as they think fit for dealing with any fractional entitlements including, without limitation, authorising their sale and transfer to any person, or resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, or ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties;
   (d)    authorise any person to enter into an agreement with the Company on behalf of all the members concerned providing for either:
      (i)    the allotment to the members respectively, credited as fully paid, of any shares, debentures or other obligations to which they are entitled upon such capitalisation; or
      (ii)    the payment up by the Company on behalf of the members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised,
      and any agreement made under such authority shall be binding on all such members;
   (e)    for the purposes of this Article, unless the relevant resolution provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolution, it shall be treated as if it were entitled to receive the dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company; and
   (f)    generally do all acts and things required to give effect to the ordinary resolution.

 

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   RECORD DATES
Record dates for dividends, etc    194. Notwithstanding any other provision of these Articles, the Company or the board may:
   (a)    fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made;
   (b)    for the purpose of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting of the holders of any class of shares in the capital of the Company, and how many votes such persons may cast, specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (which shall, if the board so specifies, be calculated taking no account of any part of a day that is not a working day), by which a person must be entered on the register in order to have the right to attend or vote at the meeting; changes to the register after the time specified by virtue of this Article shall be disregarded in determining the rights of any person to attend or vote at the meeting; and
   (c)    for the purpose of sending notices of general meetings of the Company, or separate general meetings of the holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the register at the close of business on a day determined by the Company or the board, which day may not be more than 21 days before the day that notices of the meeting are sent.
   ACCOUNTS
Rights to inspect records    195. No member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the board or by ordinary resolution of the Company or order of a court of competent jurisdiction.
Sending of annual accounts    196. Subject to the Companies Acts, a copy of the Company’s annual accounts, together with a copy of the directors’ report for that financial year and the auditors’ report on those accounts shall, at least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the provisions of the Companies Acts, be sent to every member and to every holder of the Company’s debentures of whose address the Company is aware, and to every other person who is entitled to receive notice of meetings from the Company under the provisions of the Companies Acts or of these Articles or, in the case of joint holders of any share or debenture, to one of the joint holders,
Summary financial statements    197. Subject to the Companies Acts, the requirements of Article 196 shall be deemed satisfied in relation to any person by sending to the person, instead of such copies, a summary financial statement derived from the Company’s annual accounts and the directors’ report, which shall be in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts.

 

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   COMMUNICATIONS
When notice required to be in writing    198. Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the board) shall be in writing.
Methods of Company sending notice    199. Subject to Article 198 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.
Methods of member etc. sending document or information    200. Subject to Article 198 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that:
   (a)    the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and
   (b)    unless the board otherwise permits, any applicable condition or limitation specified in the Companies Acts including, without limitation, as to the address to which the document or information may be sent, is satisfied.
   Unless otherwise provided by these Articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form.
Notice to joint holders    201. In the case of joint holders of a share any document or information shall be sent to the joint holder whose name stands first in the register in respect of the joint holding and any document or information so sent shall be deemed for all purposes sent to all the joint holders.
Registered address outside EEA    202. A member whose registered address is not within an EEA State and who sends to the Company an address within an EEA State at which a document or information may be sent to him shall be entitled to have the document or information sent to him at that address (provided that, in the case of a document or information sent by electronic means including, without limitation, any notification required by the Companies Acts that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise:
   (a)    no such member shall be entitled to receive any document or information from the Company; and

 

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   (b)    without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
Deemed receipt of notice    203. A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.
Terms and conditions for electronic communications    204. The board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company.
Notice to persons entitled by transmission    205. A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.
Transferees etc. bound by prior notice    206. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register, has been sent to a person from whom he derives his title, provided that no person who becomes entitled by transmission to a share shall be bound by any direction notice sent under Article 88 to a person from whom he derives his title.
Proof of sending/when notices etc. deemed sent by post    207. Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent or supplied. A document or information sent by the Company to a member by post shall be deemed to have been received:
   (a)    if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted;
   (b)    if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, or from an address in another country to an address outside that country (including, without limitation, an address in the United Kingdom), on the third day following that on which the document or information was posted;

 

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   (c)    in any other case, on the second day following that on which the document or information was posted.
When notices etc. deemed sent by hand    208. A document or information sent by the Company to a member by hand shall be deemed to have been received by the member when it is handed to the member or left at his registered address or an address notified to the Company in accordance with Article 202.
Proof of sending/when notices etc. deemed sent by electronic means    209. Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
When notices etc. deemed sent by website    210. A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member:
   (a)    when the document or information was first made available on the website; or
   (b)    if later, when the member is deemed by Article 207, 208 or 209 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
Notice during disruption of services    211. Subject to the Companies Acts, if at any time the Company is unable effectively to convene a general meeting by notices sent through the post in the United Kingdom as a result of the suspension or curtailment of postal services, notice of general meeting may be sufficiently given by advertisement in the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post, if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

 

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   DESTRUCTION OF DOCUMENTS
Power of Company to destroy documents    212. The Company shall be entitled to destroy:
   (a)    all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the register, at any time after the expiration of six years from the date of registration;
   (b)    all dividend mandates or variations or cancellations thereof and notifications of change of address at any time after the expiration of two years from the date of recording;
   (c)    all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation;
   (d)    all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment;
   (e)    all proxy appointments which have been used for the purpose of a poll at any time after the expiration of one year from the date of use; and
   (f)    all proxy appointments which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded.
Presumption regarding destroyed documents    213. It shall conclusively be presumed in favour of the Company that:
   (a)    every entry in the register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Article 212 was duly and properly made;
   (b)    every instrument of transfer destroyed in accordance with Article 212 was a valid and effective instrument duly and properly registered;
   (c)    every share certificate destroyed in accordance with Article 212 was a valid and effective certificate duly and properly cancelled; and
   (d)    every other document destroyed in accordance with Article 212 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company,
   PROVIDED ALWAYS THAT:
   (e)    the provisions of this Article and Article 212 shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
   (f)    nothing contained in this Article or Article 212 shall be construed as imposing on the Company any liability in respect of the destruction of any such document earlier than the time specified in Article 212 or in any other circumstances which would not attach to the Company in the absence of this Article or Article 212; and

 

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   (g)    any reference in this Article or Article 212 to the destruction of any document includes a reference to its disposal in any manner.
Early destruction    214. Any document referred to in Articles 212 and 213 may be destroyed earlier than the relevant date authorised by those Articles, provided that a permanent record of the document is made which record is not destroyed before that date.
   UNTRACED SHAREHOLDERS
Power to dispose of shares of untraced shareholders    215. The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:
   (a)    during the period of twelve years prior to the date of the publication of the advertisements referred to in paragraph (b) of this Article (or, if published on different dates, the first date) (the relevant period ) at least three dividends in respect of the shares in question have been declared and all dividend warrants and cheques which have been sent in the manner authorised by these Articles in respect of the shares in question have remained uncashed;
   (b)    the Company shall as soon as practicable after expiry of the relevant period have inserted advertisements both in a national daily newspaper and in a newspaper circulating in the area of the last known address of such member or other person giving notice of its intention to sell the shares; and
   (c)    during the relevant period and the period of three months following the publication of the advertisements referred to in paragraph (b) of this Article (or, if published on different dates, the first date) the Company has received no indication either of the whereabouts or of the existence of such member or person.
Further shares    216. If during any relevant period referred to in Article 215, further shares have been issued in right of those held at the beginning of such period or of any previously issued during such period and all the other requirements of this Article and Articles 215 and 217 to 219 (other than the requirement that they be in issue for twelve years) have been satisfied in regard to the further shares, the Company may also sell the further shares.
Transfer on sale    217. To give effect to any sale pursuant to Article 215 or 216, the board may:
   (a)    where the shares are held in certificated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer; or
   (b)    where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer.

 

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Effectiveness of transfer    218. An instrument of transfer executed by that person in accordance with Article 217(a) shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. An exercise by the Company of its powers in accordance with Article 217(b) shall be as effective as if exercised by the registered holder of or person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.
Proceeds of sale    219. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds. The Company shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the Company’s business or invested in such a way as the board from time to time thinks fit.
   WINDING UP
Liquidator may distribute in specie    220. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Insolvency Act 1986, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the same sanction, vest the whole or any part of the assets in trustees for the benefit of the members and determine the scope and terms of these trusts, but no member shall be compelled to accept any asset upon which there is a liability.
Disposal of assets by liquidator    221. The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then already constituted or about to be constituted for the purpose of carrying out the sale.
   SHARE WARRANTS
Share warrants to bearer    222. The board may issue share warrants to bearer in respect of any fully paid shares under a seal of the Company or in any other manner authorised by the board. Any share while represented by such a warrant shall be transferable by delivery of the warrant relating to it. In any case in which a warrant is so issued, the board may provide for the payment of dividends or other moneys on the shares represented by the warrant by coupons or otherwise. The board may decide, either generally or in any particular case or cases, that any signature on a warrant may be applied by electronic or mechanical means or printed on it or that the warrant need not be signed by any person.

 

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Conditions of issue of share warrants    223. The board may determine, and from time to time vary, the conditions on which share warrants to bearer shall be issued and, in particular, the conditions on which:
   (a)    a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed); or
   (b)    the bearer shall be entitled to attend and vote at general meetings; or
   (c)    a warrant may be surrendered and the name of the bearer entered in the register in respect of the shares specified in the warrant.
   The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Companies Acts, the bearer shall be deemed to be a member of the Company and shall have the same rights and privileges as he would have if his name had been included in the register as the holder of the shares comprised in the warrant.
No right in relation to share    224. The Company shall not be bound by or be compelled in any way to recognise any right in respect of the share represented by a share warrant other than the bearer’s absolute right to the warrant.
   INDEMNITY
Indemnity to directors, officers, etc    225. Subject to the provisions of the Companies Acts, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Act or otherwise under the Companies Acts.

 

Page 55


CONTENTS

 

     ARTICLE  
P RELIMINARY   

Table A

     1   

Definitions

     1   

Construction

     3   
A CCOUNTS   

Right to inspect records

     48   

Sending of annual accounts

     48   

Summary financial statements

     48   
A LTERATION OF S HARE C APITAL   

New shares subject to these Articles

     12   

Fractions arising

     12   
A LTERNATE D IRECTORS   

Power to appoint alternates

     27   

Alternates entitled to receive notice

     28   

Alternates representing more than one director

     28   

Expenses and remuneration of alternates

     28   

Termination of appointment

     28   

Method of appointment and revocation

     28   

Alternate not an agent of appointer

     28   
A PPOINTMENT AND RETIREMENT OF D IRECTORS   

Number of directors to retire

     26   

Which directors to retire

     26   

When director deemed to be re-appointed

     27   

Eligibility for election

     27   

Separate resolutions on appointment

     27   

Additional powers of the Company

     27   

Appointment by board

     27   

Position of retiring directors

     27   

No share qualification

     27   
B ORROWING P OWERS   

Power to borrow

     30   

Borrowing limit

     30   

Definitions

     30   

Treatment of capital

     31   

Moneys borrowed

     32   

Subsidiaries

     32   

 

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Determining whether limit breached

     32   

Persons dealing with the Company

     32   
C ALLS ON S HARES   

Power to make calls

     8   

Time when call made

     9   

Liability of joint holders

     9   

Interest payable

     9   

Deemed calls on allotment

     9   

Differentiation on calls

     9   

Payment of calls in advance

     9   
C APITALISATION OF PROFITS AND RESERVES   

Power to capitalise

     46   
C OMMUNICATIONS   

When notice required to be in writing

     49   

Methods of Company sending notice

     49   

Methods of member etc. sending document or information

     49   

Notice to joint holders

     49   

Registered address outside EEA

     49   

Deemed receipt of notice

     50   

Terms and conditions for electronic communications

     50   

Notice to persons entitled by transmission

     50   

Transferees etc. bound by prior notice

     50   

Proof of sending/when notices etc. deemed sent by post

     50   

When notices etc. deemed sent by hand

     51   

Proof of sending/when notices etc. deemed sent by electronic means

     51   

When notices etc. deemed sent by website

     51   

Notice during disruption of services

     51   
D ELEGATION OF P OWERS OF THE B OARD   

Committees of the board

     29   

Local boards, etc

     29   

Agents

     30   

Offices including title “director”

     30   
D ESTRUCTION OF D OCUMENTS   

Power of Company to destroy documents

     52   

Presumption regarding destroyed documents

     52   

Early destruction

     53   
D IRECTORS EXPENSES   

Directors may be paid expenses

     34   
D IRECTORS INTERESTS   

Authorisation under s175 of the Act

     34   

Director may contract with the Company and hold other offices etc.

     35   

Remuneration, benefits etc.

     35   

 

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Notification of interests

     36   

Duty of confidentiality to another person

     36   

Consequences of authorisation

     36   

Without prejudice to equitable principles or rule of law

     36   

D ISQUALIFICATION AND REMOVAL OF D IRECTORS

  

Disqualification of a director

     32   

Power of Company to remove director

     33   

D IVIDENDS

  

Declaration of dividends

     42   

Interim dividends

     42   

Declaration and payment in different currencies

     43   

Apportionment of dividends

     43   

Dividends in specie

     43   

Scrip dividends: authorising resolution

     43   

Scrip dividends: procedures

     43   

Permitted deductions and retentions

     45   

Procedure for payment to holders and others entitled

     45   

Joint entitlement

     45   

Payment by post

     45   

Discharge to Company and risk

     46   

Interest not payable

     46   

Forfeiture of unclaimed dividends

     46   

E XECUTIVE D IRECTORS

  

Appointment to executive office

     34   

Termination of appointment to executive office

     34   

Emoluments to be determined by the board

     34   

F ORFEITURE AND S URRENDER

  

Notice requiring payment of call

     9   

Forfeiture for non-compliance

     9   

Sale of forfeited shares

     10   

Liability following forfeiture

     10   

Surrender

     10   

Extinction of rights

     10   

Evidence of forfeiture or surrender

     10   

G ENERAL M EETINGS

  

Annual general meetings

     13   

Class meetings

     13   

Convening general meetings

     13   

G RATUITIES , PENSIONS AND I NSURANCE

  

Gratuities and pensions

     37   

Insurance

     37   

Directors not liable to account

     37   

Section 247 of the Act

     37   

 

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I NDEMNITY

  

Indemnity to directors, officers, etc

     55   

L IEN

  

Company to have lien on shares

     8   

Enforcement of lien by sale

     8   

Giving effect to sale

     8   

Application of proceeds

     8   

M INUTES

  

Minutes required to be kept

     41   

Conclusiveness of minutes

     41   

N ON -E XECUTIVE D IRECTORS

  

Arrangements with non-executive directors

     33   

Ordinary remuneration

     33   

Additional remuneration

     33   

N OTICE OF G ENERAL M EETINGS

  

Period of notice

     14   

Recipients of notice

     14   

Uncontactable shareholders

     14   

Contents of notice - general

     14   

Contents of notice – additional requirements

     14   

Article 63 arrangements

     14   

General meetings at more than one place

     14   

Interruption or adjournment where facilities inadequate

     15   

Other arrangements for viewing and hearing proceedings

     15   

Controlling level of attendance

     15   

Change in place and/or time of meeting

     15   

Meaning of participate

     16   

Accidental omission to send notice etc

     16   

Security

     16   

N UMBER OF D IRECTORS

  

Limits on number of directors

     26   

P OWERS OF THE B OARD

  

Business to be Managed by Board

     24   

Exercise by Company of voting rights

     24   

P ROCEEDINGS AT G ENERAL M EETINGS

  

Quorum

     38   

If quorum not present

     17   

Chairman

     17   

Directors entitled to speak

     17   

Adjournment: chairman’s powers

     17   

Adjournment: procedures

     17   

 

Page 59


Amendments to resolutions

     18   

Methods of voting

     18   

Declaration of result

     19   

Withdrawal of demand for poll

     19   

Conduct of poll

     19   

When poll to be taken

     19   

Notice of poll

     20   

Effectiveness of special resolutions

     20   

P ROCEEDINGS OF THE BOARD

  

Convening meetings and proceedings

     37   

Quorum

     38   

Powers of directors if number falls below minimum

     38   

Chairman and deputy chairman

     38   

Validity of acts of the board

     38   

Resolutions in writing

     39   

Meetings by telephone, etc

     39   

Directors’ power to vote on contracts in which they are interested

     39   

Shareholder approval

     40   

Division of proposals

     40   

Decision of chairman final and conclusive

     40   

P ROXIES AND C ORPORATE R EPRESENTATIVES

  

Appointment of proxy: form

     23   

Execution of proxy

     23   

Proxies: other provision

     23   

Delivery/ receipt of proxy appointment

     23   

Authentication of proxy appointment not made by holder

     24   

Validity of proxy appointment

     25   

Rights of proxy

     25   

Vote by proxy

     25   

Corporate representatives

     25   

Revocation of authority

     25   

R ECORD D ATES

  

Record dates for dividends, etc

     48   

R EGISTERS

  

Overseas and local registers

     42   

Authentication and certification of copies and extracts

     42   

S ECRETARY

  

Appointment and removal of secretary

     41   

S HARE C APITAL

  

Limited liability

     4   

Shares with special rights

     4   

Uncertificated shares

     4   

Not separate class of shares

     4   

 

Page 60


Exercise of Company’s entitlements in respect of uncertificated share

     8   

Allotment

     9   

Redeemable shares

     10   

Section 551 authority

     11   

Section 561 disapplication

     12   

Allotment after expiry

     13   

Definitions

     14   

Commissions

     15   

Trusts not recognised

     16   

S HARE C ERTIFICATES

  

Members’ rights to certificates

     19   

Renewed certificates

     20   

S HARE W ARRANTS

  

Share warrants to bearer

     222   

Conditions of issue of share warrants

     223   

No right in relation to share

     224   

T HE S EAL

  

Authority required for use of seal

     173   

Certificates for shares and debentures

     174   

Official seal for use abroad

     175   

Execution of instrument as a deed under hand

     175   

Delivery of deeds

     176   

T RANSFER OF S HARES

  

Form and execution of transfer of certified shares

     39   

Transfers of partly paid certificated shares

     40   

Invalid transfers of certificated shares

     41   

Transfers by recognised persons

     42   

Notice of refusal to register

     43   

No fee payable on registration

     44   

Retention of transfers

     45   

T RANSMISSION OF S HARES

  

Transmission

     46   

Elections permitted

     47   

Elections required

     48   

Rights of persons entitled by transmission

     49   

U NTRACED S HAREHOLDERS

  

Power to dispose of shares of untraced shareholders

     215   

Further shares

     216   

Transfer on sale

     217   

Effectiveness of transfer

     218   

Proceeds of sale

     219   

 

Page 61


V ARIATION OF RIGHTS

  

Method of varying rights

     17   

When rights deemed to be varied

     18   

V OTES OF M EMBERS

  

Right to vote on a show of hands

     83   

Right to vote on a poll

     84   

Votes of joint holders

     85   

Member under incapacity

     86   

Calls in arrears

     87   

Section 793 of the Act: restrictions if in default

     88   

Copy of notice to interested persons

     89   

When restrictions cease to have effect

     90   

Board may cancel restrictions

     91   

Conversion of uncertificated shares

     92   

Supplementary provisions

     93   

Section 794 of the Act

     94   

Errors in voting

     95   

Objection to voting

     96   

Voting: additional provisions

     97   

W INDING UP

  

Liquidator may distribute in specie

     220   

Disposal of assets by liquidator

     221   

 

Page 62

Exhibit 1.2

 

LOGO

Please note that this is an unofficial office translation, in which an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.

Unofficial translation of the articles of association of: RELX N.V. as they read after the amendment of these articles of association before a deputy of Dirk-Jan Jeroen Smit, civil law notary in Amsterdam, the Netherlands, on 30 June 2015.

ARTICLES OF ASSOCIATION

DEFINITIONS

CHAPTER I.

Article 1. Definitions.

 

1.1 In these Articles of Association the following words have the following meanings:

Share ” means each ordinary share in the capital of the Company;

Shareholder ” means a holder of one or more Shares (including a Euroclear-participant);

General Meeting ” or “ General Meeting of Shareholders ” means a duly convened meeting of Shareholders (or their representatives) and of other persons with meeting rights;

Subsidiary ” means a subsidiary of the Company as referred to in Section 2:24a of the Dutch Civil Code;

Euroclear Nederland ” means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., trading under the name Euroclear Nederland, being the central depositary as referred to in the Security Depositary Act ( Wet giraal effectenverkeer ) or any institution taking its place;

Euroclear-participant ” means a person who is entitled to a certain number of Shares pursuant to the Dutch Security Depositary Act ( Wet giraal effectenverkeer ) through a securities account with an institution associated with Euroclear Nederland;

Group Company ” means a group company of the Company as referred to in Section 2:24b of the Dutch Civil Code;

Board ” means the corporate body of the Company consisting of the executive members of the board in office and the non-executive members of the board in office;


in writing ” means by letter, by telecopier, by e-mail or by message which is transmitted via any other current means of communication and which can be received in the written form;

Company Secretary ” means the person referred to as such in Article 27 (including his deputy, designated in accordance with the provisions of Article 27.4).

 

1.2 References to “Articles” refer to articles which are part of these Articles of Association, except where expressly indicated otherwise.

CHAPTER II. NAME, OFFICIAL SEAT AND OBJECTS.

Article 2. Name and Official Seat.

 

2.1 The Company’s name is:

RELX N.V.

 

2.2 The official seat of the Company is in Amsterdam.

Article 3. Objects.

The objects of the Company are to participate in and to administer, manage and finance companies, as well as to render services to enterprises, in particular insofar as these enterprises are carried out by RELX Group plc and by companies with which this company forms a group, as well as the performance of obligations deriving from the Governing Agreement entered into between RELX PLC having its registered office in London, and the Company, which first came into effect on the first day of January nineteen hundred and ninety-three and which was lastly amended on the thirtieth day of June two thousand and fifteen, with due observance of all changes which, since the last mentioned date, have been or will be made thereto, and from all agreements relating thereto and to which RELX PLC and the Company are parties, or shall, from time to time, be parties.

CHAPTER III. AUTHORIZED CAPITAL, SHARES, SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS.

Article 4. Authorized Capital and Shares.

 

4.1 The authorized capital of the Company is one hundred and forty million euro (€ 140,000,000).

 

4.2 It is divided into two billion (2,000,000,000) ordinary shares with a nominal value of seven eurocent (€ 0.07) each.

 

4.3 The Shares are registered in the name of the holders. No share certificates shall be issued.

 

4.4 The Board may split Shares into sub shares, whereby each Share will be split in one thousand (1,000) sub shares of such Share which has been split. The provisions of these Articles of Association relating to Shares, share certificates and Shareholders shall also apply to sub shares, sub share certificates and holders of sub shares, save in so far as the contrary is expressed of follows from the meaning of the relevant provision.

 

4.5 If the holder of a sub share acquires such number of sub shares that he holds an aggregate number of one thousand (1,000) sub shares, each number of one thousand (1,000) sub shares held by such Shareholder shall be converted into a Share by operation of law.

 

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Article 5. Register of Shareholders.

 

5.1 The Board shall keep a register of Shareholders in which the names and addresses of all holders of Shares shall be recorded, indicating the nominal value paid-in on each Share. The names and addresses of usufructuaries and pledgees of Shares shall also be entered in the register, specifying which of the rights attributable to the Shares accrue to them in accordance with Article 14.2. The register shall be accurately kept and maintained on a regular basis. Shares that are part of a collective deposit or a book-entry deposit of Shares under the Dutch Security Depositary Act, may be recorded in the shareholders register of the Company in the name of the relevant institution associated with Euroclear Nederland or Euroclear Nederland itself, together with the date as per which they belong to the collective deposit or the book-entry deposit.

 

5.2 Each holder of Shares, each usufructuary and each pledgee of Shares shall be obliged to notify his address to the Company in writing.

 

5.3 The Board shall set rules with respect to the signing of registrations and entries in the register of Shareholders.

 

5.4 On application by a Shareholder, a usufructuary or a pledgee, the Board shall furnish an extract from the register free of charge, in so far as it relates to his right to a registered Share. If a usufruct has been created in the Share or if the Share is pledged, the extract shall state who has the rights referred to in Article 14.2.

 

5.5 The Board shall make the register available in the Company’s office for the inspection of the Shareholders and the usufructuaries and pledgees of Shares to whom the voting rights accrue. The preceding sentence shall not apply to that part of the register which is kept outside the Netherlands in compliance with applicable legislation or pursuant to the rules of a stock exchange.

CHAPTER IV. ISSUANCE OF SHARES.

Article 6. Resolution to Issue; Conditions of Issuance.

 

6.1 Shares may be issued pursuant to a resolution of the General Meeting. This competence shall concern all non-issued Shares of the Company’s authorized capital, except insofar the competence to issue Shares accrues to the Board in accordance with Article 6.2.

 

6.2

Shares may be issued pursuant to a resolution of the Board, if and insofar as that board is designated competent to do so by the General Meeting. Such designation can be made each time for a maximum period of five years and can be extended each time for a maximum period of five years. A resolution to make such designation must stipulate the aggregate nominal value up to which Shares may be issued pursuant to a resolution of the Board; this aggregate nominal value cannot exceed one-third of the sum of (i) the

 

3


  Company’s issued capital at the time the resolution to make the designation is adopted and (ii) the aggregate nominal value of rights, outstanding at such time, granted by the Company to subscribe for Shares. A resolution of the General Meeting to designate the Board as a body of the Company competent to issue Shares cannot be withdrawn, unless provided otherwise in the resolution to make the designation.

 

6.3 A resolution of the General Meeting to issue Shares or to designate another body of the Company competent to do so can only be adopted at the proposal of the Board.

 

6.4 Within eight days after a resolution of the General Meeting to issue Shares or to designate another body of the Company competent to issue Shares, the complete text of the resolution concerned shall be deposited at the office of the Commercial Register. Each change to or withdrawal of the designation shall be notified to the Commercial Register.

 

6.5 Within eight days after the end of a quarter of the financial year, the Company shall notify the Commercial Register of any issuance of Shares during such quarter, specifying the number of the Shares issued, which obligation may be satisfied by a notification by the Company to the Authority Financial Markets ( Autoriteit Financiële Markten ) in accordance with Section 5:34 of the Act on financial supervision ( Wet op het financieel toezicht ).

 

6.6 The foregoing provisions of this Article 6 shall apply by analogy to the granting of rights to subscribe for Shares, but shall not apply (with the exception of Article 6.5) to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.

 

6.7 The body of the Company resolving to issue Shares shall stipulate the issue price and the other conditions of issuance in the resolution to issue.

 

6.8 If the aggregate nominal value of the Shares to be issued has been announced and subscriptions are made for a lower aggregate nominal value, issuance for such lower aggregate nominal value shall only be effected if the conditions of issuance expressly allow so.

Article 7. Pre-emptive Rights.

 

7.1 Upon the issuance of Shares, each Shareholder shall have pre-emptive rights in proportion to the aggregate nominal value of his Shares. A Shareholder shall not have a pre-emptive right in respect of Shares issued against a non-cash contribution. He shall also not have a pre-emptive right in respect of Shares issued to employees of the Company or of a Group Company.

 

7.2 The issuance of Shares with pre-emptive rights and the period during which such rights can be exercised shall be announced in the Dutch State Gazette ( Staatscourant ) and in a nationally distributed daily newspaper.

 

7.3 Pre-emptive rights can be exercised during a period of at least two weeks from the day of announcement in the Dutch State Gazette ( Staatscourant ).

 

4


7.4 Prior to each single issuance, the pre-emptive rights may be restricted or excluded by a resolution of the General Meeting. However, with respect to an issue of Shares pursuant to a resolution of the Board, the pre-emptive rights can be restricted or excluded pursuant to a resolution of the Board if and insofar as that board is designated competent to do so by the General Meeting. The provisions of Articles 6.1, 6.2 and 6.3 shall apply by analogy. Such competence of the Board shall end on the date on which its competence to issue Shares ends, whatever the circumstances.

 

7.5 A resolution of the General Meeting to restrict or exclude the pre-emptive rights or to designate another body of the Company competent to do so can only be adopted at the proposal of the Board.

 

7.6 If a proposal is made to the General Meeting to restrict or exclude the pre-emptive rights, the reason for the proposal and the choice of the intended issue price must be set forth in the proposal in writing.

 

7.7 A resolution of the General Meeting to restrict or to exclude the pre-emptive rights or to designate another body of the Company competent to do so shall require a majority of not less than two-thirds of the votes cast, if less than one-half of the Company’s issued capital is represented at the meeting. Within eight days after adoption of the resolution, the complete text thereof must be deposited at the office of the Commercial Register.

 

7.8 When rights are granted to subscribe for Shares, the Shareholders shall have pre-emptive rights in respect thereof; the foregoing provisions of this Article 7 shall apply by analogy. Shareholders shall have no pre-emptive rights in respect of Shares issued to a person exercising a right to subscribe for Shares previously granted.

Article 8. Payment on Shares.

 

8.1 Upon issuance of a Share, the full nominal value thereof must be paid-up, as well as the difference between the two amounts if the Share is subscribed for at a higher price, without prejudice to the provisions of Section 2:80, subsection 2, of the Dutch Civil Code.

 

8.2 Payment for a Share must be made in cash insofar as no non-cash contribution has been agreed on.

 

8.3 The Board shall be allowed to enter into legal acts relating to non-cash contributions and the other legal acts referred to in Section 2:94 of the Dutch Civil Code without the prior approval of the General Meeting.

 

8.4 Payments for Shares and non-cash contributions shall furthermore be subject to the provisions of Sections 2:80, 2:80a, 2:80b and 2:94b of the Dutch Civil Code.

CHAPTER V. OWN SHARES; REDUCTION OF THE ISSUED CAPITAL.

Article 9. Own Shares.

 

9.1 When issuing Shares, the Company may not subscribe for its own Shares.

 

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9.2 The Company shall be entitled to acquire its own fully paid-up Shares or depositary receipts thereof, provided that either no valuable consideration is given or that:

 

  (a) the Company’s equity after the deduction of the acquisition price, is not less than the sum of the paid-up and called-up part of the issued capital and the reserves which must be maintained by virtue of the law, and

 

  (b) the nominal value of the Shares or depositary receipts thereof, which the Company acquires, holds, holds in pledge or which are held by a Subsidiary, does not exceed half of the Company’s issued capital.

For the purpose of applying the provision under (a), the amount of equity shown in the last adopted balance sheet, reduced by the acquisition price of Shares or depositary receipts thereof and further reduced by distributions of profits or at the expense of reserves to others, which have become due from the Company and its Subsidiaries after the balance sheet date, shall be decisive. An acquisition in accordance with this Article 9.2 shall not be permitted, if more than six months have elapsed after the end of a financial year without the annual accounts having been adopted.

 

9.3 Acquisition for valuable consideration shall be permitted only if the General Meeting has authorized the Board to do so. Such authorization shall be valid for a period not exceeding eighteen months. The General Meeting shall stipulate in the authorization the number of Shares or depositary receipts thereof which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. Furthermore, the approval of the Board shall be required for such acquisition.

 

9.4 The Company may, without authorization by the General Meeting, acquire its own Shares or depositary receipts thereof for the purpose of transferring such Shares or depositary receipts to employees of the Company or of a Group Company under a scheme applicable to such employees, provided such Shares or depositary receipts thereof are quoted on the price list of a stock exchange.

 

9.5 Articles 9.2 and 9.3 do not apply to Shares or depositary receipts thereof which the Company acquires by universal succession in title.

 

9.6 In the General Meeting no voting rights may be exercised for any Share held by the Company or by a Subsidiary, nor for any Share for which the Company or a Subsidiary holds the depositary receipts. However, usufructuaries and pledgees of Shares owned by the Company or a Subsidiary are not excluded from exercising the voting rights, if the usufruct or pledge was created before the Share was owned by the Company or a Subsidiary. The Company or a Subsidiary may not exercise voting rights for Shares in respect of which it holds a usufruct or pledge.

 

6


9.7 Unless the Board determines otherwise, any Shares held by the Company or by a Subsidiary or any Shares for which the Company or a Subsidiary hold the depositary receipts, shall not be included for the computation of the allocation and distribution of profits.

 

9.8 The Board shall be authorized to alienate Shares held by the Company or depositary receipts thereof.

 

9.9 Own Shares and depositary receipts thereof shall furthermore be subject to the provisions of Sections 2:89a, 2:95, 2:98, 2:98a, 2:98b, 2:98c, 2:98d and 2:118 of the Dutch Civil Code.

Article 10. Financial Assistance.

The Company may not give loans, give security, guarantee the price, or in any other way answer to or bind itself either severally or jointly for or on behalf of third parties, with a view to a subscription for or an acquisition of Shares or depositary receipts thereof by others. This prohibition shall not apply if the Shares or depositary receipts thereof are subscribed for or acquired by or for employees of the Company or of a Group Company. The prohibition and exception provided for in this Article 10 shall also apply to Subsidiaries.

Article 11. Reduction of the Issued Capital.

 

11.1 The General Meeting may, but only at the proposal of the Board, resolve to reduce the Company’s issued capital:

 

  (a) by cancellation of Shares; or

 

  (b) by reducing the nominal value of Shares by amendment of the Articles of Association,

provided that the issued capital or the paid-up part of it will not drop below the amount prescribed by Section 2:67 of the Dutch Civil Code. The Shares in respect of which such resolution is passed must be designated therein and provisions for the implementation of such resolution must be made therein.

 

11.2 A resolution to cancel may only relate to Shares held by the Company itself or for which it holds the depositary receipts.

 

11.3 A reduction of the nominal value of Shares without repayment must be effected in proportion to all Shares. This principle may be deviated from with the consent of all Shareholders concerned.

 

11.4 A partial repayment on Shares shall be possible only on the implementation of a resolution to reduce the nominal value of such Shares. Such repayment must be effected in proportion to all Shares. This principle may be deviated from with the consent of all Shareholders concerned.

 

11.5 For a resolution of the General Meeting to reduce the Company’s issued capital, a majority of at least two-thirds of the votes cast shall be required if less than one-half of the Company’s issued capital is represented at the meeting.

 

11.6

The notice convening a General Meeting of Shareholders at which a resolution referred to in this Article 11 will be passed shall state the object of

 

7


  the reduction of capital and the manner of implementation. The persons giving notice of such meeting must simultaneously deposit at the office of the Company and at such other places as may have been determined in the notice, a copy of such proposal, containing the complete text of the proposed reduction of capital for the inspection of each Shareholder until the end of the meeting. Each Shareholder as well as each usufructuary and each pledgee of Shares to whom the voting rights accrue may obtain a copy of this proposal free of charge.

 

11.7 A reduction of the issued capital of the Company shall furthermore be subject to the provisions of Sections 2:99 and 2:100 of the Dutch Civil Code.

Article 12. Shares Belonging to a Community of Property.

When a Share belongs to a community of property, the Company shall allow only one person, designated by the persons concerned, to exercise the rights attributable to such Share.

CHAPTER VI. TRANSFER OF SHARES; USUFRUCT IN SHARES AND PLEDGING OF SHARES; DEPOSITARY RECEIPTS FOR SHARES.

Article 13. Transfer of Shares.

 

13.1 The transfer of a Share shall require an instrument intended for such purpose and, save when the Company itself is a party to such legal act, the written acknowledgement by the Company of the transfer. The acknowledgement shall be made in the instrument or by a dated statement of acknowledgement on the instrument or on a copy or extract thereof signed as a true copy by a civil law notary or the transferor. Official service of such instrument or such copy or extract on the Company shall be considered to have the same effect as an acknowledgement. The transfer of the rights of a Euroclear-participant with respect to Shares which are included in the securities depositary system of Euroclear Nederland shall be effected in accordance with the provisions of the Dutch Security Depositary Act ( Wet giraal effectenverkeer ).

 

13.2 The provisions of Article 13.1 also apply to the transfer of a Share in the event of an execution as well as to the transfer of a Share in consequence of the partition of a community of property.

 

13.3 Shares which are included in the securities depositary system of Euroclear Nederland shall not be delivered to Euroclear-participants, except with the consent of the Board in due observance of the limitations for such deliverance pursuant to the Dutch Security Depositary Act ( Wet giraal effectenverkeer ). In the event of delivery the Euroclear-participant will receive registered Shares.

Article 14. Usufruct in Shares and Pledging of Shares; Depositary Receipts for Shares.

 

14.1

The provisions of Article 13.1 shall apply by analogy to the creation or transfer of a usufruct and to the pledging of Shares. Shares may also be pledged without acknowledgement by or official service on the Company. In

 

8


  such case, Section 3:239 of the Dutch Civil Code shall apply by analogy, substituting acknowledgement by or official service on the Company for the notification referred to in subsection 3 of said statutory provision.

The creation of a right of pledge or usufruct on the rights of a Euroclear-participant with respect to Shares which are included in the securities depositary system of Euroclear Nederland shall be effected in accordance with the provisions of the Dutch Security Depositary Act ( Wet giraal effectenverkeer ).

 

14.2 The Shareholder shall be entitled to exercise the voting rights attributable to Shares in which a usufruct has been created or which have been pledged. However, the voting rights shall accrue to the usufructuary or pledgee if this has been stipulated at the creation of the usufruct or pledge. The Shareholder who has no voting rights and the usufructuary or pledgee who does have the voting rights shall have the rights which the law confers upon holders of depositary receipts issued for Shares with the Company’s co-operation. The rights referred to in the foregoing sentence shall not accrue to the usufructuary or pledgee of Shares who has no voting rights.

 

14.3 The usufructuary shall have the rights inherent in the Share relating to the acquisition of Shares, it being understood that he shall have to compensate the Shareholder for the value of these rights insofar as the usufructuary is not entitled thereto by virtue of his right of usufruct.

 

14.4 The Company may cooperate in the issuance of depositary receipts for Shares. Holders of depositary receipts issued for Shares with the Company’s cooperation, shall have the rights conferred to them by law, also to the extent such rights are not expressly referred to in these Articles of Association.

CHAPTER VII. THE BOARD.

Article 15. Members of the Board.

 

15.1 The Board shall consist of executive members and non-executive members. The number of members shall be determined by the Board. The number of executive members of the Board must at all times be less than the number of non-executive members of the Board.

 

15.2 If the number of non-executive members of the Board that are in office is less than the number determined in accordance with Article 15.1, the Board shall remain competent, but the Board shall proceed to supplement the number of non-executive members of the Board as soon as reasonably possible.

 

15.3 Board members shall be appointed by the General Meeting. For each seat on the Board to be filled, the non-executive members of the Board shall make one or more proposals. A resolution of the General Meeting to appoint a member of the Board other than in accordance with a proposal of the Board shall require a majority of at least two-thirds of the votes cast if less than one-half of the Company’s issued capital is represented at the meeting. At a

 

9


  General Meeting of Shareholders, votes can only be taken on candidates whose names are stated for that purpose in the agenda of the meeting or an explanatory note thereto. At the same time notice of the General Meeting of Shareholders concerned is given, the particulars referred to in the Articles 15.4 and 15.5 shall be made generally accessible through the Company’s website.

 

15.4 When a proposal or recommendation for appointment of a person as an executive member of the Board is made, the following particulars shall be stated: his age and the position he holds or has held, insofar as these are relevant for the performance of the duties of an executive member of the Board. The proposal or recommendation must state the reasons on which it is based.

 

15.5 When a proposal or recommendation for appointment of a person as a non-executive member of the Board is made, the following particulars shall be stated: his age, his profession, the number of Shares he holds and the positions he holds or has held, insofar as these are relevant for the performance of the duties of a non-executive member of the Board. Furthermore, the names of the legal entities of which he is already a supervisory board member or a non-executive member of the board shall be indicated; if those include legal entities which belong to the same group, a reference of that group will be sufficient. The proposal or recommendation must state the reasons on which it is based.

 

15.6 Each member of the Board may be suspended or dismissed at any time by the General Meeting.

 

15.7 Each executive member of the Board can, at any time, be suspended by the Board. Such suspension may be discontinued by the General Meeting at any time.

 

15.8 Any suspension may be extended one or more times, but may not last longer than three months in the aggregate. If at the end of that period no decision has been taken on termination of the suspension, or on dismissal, the suspension shall end.

 

15.9 A member of the Board shall retire not later than on the day on which the first General Meeting of Shareholders is held following the lapse of three years since his appointment. The member of the Board shall retire periodically in accordance with a rotation plan to be drawn up by the Board. A member of the Board retiring pursuant to this Article 15.9 may be re-appointed.

 

15.10 The Company shall pursue a policy in the field of the remuneration of the executive members of the Board. This policy is determined by the General Meeting; the non-executive members of the Board shall make a proposal with respect thereto. The remuneration policy shall contain at least the subjects described in Sections 2:383c through 2:283e of the Dutch Civil Code, to the extent these subjects concern the executive members of the Board.

 

10


The non-executive members of the Board shall establish the remuneration and further conditions of employment for each executive member of the Board with due observance of the aforementioned policy. With respect to arrangements in the form of Shares and/or rights to subscribe for Shares, the non-executive members of the Board will submit a proposal for approval to the General Meeting. This proposal should at least state the number of Shares or rights to subscribe for Shares that can be assigned to the executive members of the Board as well as the criteria for assignment or amendment.

The executive members of the Board will not participate in the decision-making by the non-executive members of the Board on any of the matters in this paragraph.

 

15.11 The non-executive members of the Board shall receive an annual remuneration. The maximum amount of the total annual remuneration shall be determined by the General Meeting. The Board shall make a proposal with respect thereto. The Board shall determine the annual remuneration of each non-executive member of the Board individually, with due observance of the applicable maximum amount.

 

15.12 In addition, members of the Board shall be entitled to indemnification and insurance by or for the account of the Company in accordance with the provisions of Article 28.

Article 16. Duties Executive Members of the Board, Chairperson, Allocation of Duties and Decision-making Process.

 

16.1 The executive members of the Board shall be entrusted with the management of the Company. In performing their duties the executive members of the Board shall act in accordance with the interests of the Company and the business connected with it.

 

16.2 The Company Secretary shall as such also act as the secretary of the Board.

 

16.3 The executive members of the Board may adopt legally valid resolutions with regard to matters that fall within the scope of their duties referred to in Article 16.1. The Board shall establish rules regarding the decision-making process and working methods of the executive members of the Board in addition to the relevant provisions of these Articles of Association. In this context, the Board shall also determine the duties for which each executive member of the Board in particular shall be responsible. Such rules and allocation of duties must be put in writing.

 

16.4 Resolutions of the executive members of the Board may at all times be adopted in a manner other than at a meeting, in writing or otherwise, provided the proposal concerned is submitted to all executive members of the Board then in office and none of them objects to the relevant manner of adopting resolutions.

 

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Adoption of resolutions in writing shall be effected by written statements from all executive members of the Board then in office.

 

16.5 A resolution of the executive members of the Board may at all times be evidenced by a written statement to that effect by chairman of the relevant meeting and the Company Secretary.

 

16.6 An executive member of the Board shall not participate in the discussions and decision-making if he has a direct or indirect personal interest in the matter which is conflicting with the interest as referred to in Article 16.1. In case because of this no resolution can be adopted by the executive members of the Board, the non-executive members of the Board will resolve on the matter.

Article 17. Approval of Resolutions of the (executive members of the) Board.

 

17.1 The Board shall require the approval of the General Meeting for its resolutions if and to the extent required by law.

 

17.2 Approval by the General Meeting of resolutions pursuant to Article 17.1 can be granted in the form of a prior, generic approval of one or more specific categories of resolutions for a specified period of time. The scope and duration of such prior, generic approval must be clearly stated in the resolution by which the approval is granted.

 

17.3 The Board may require resolutions of the executive members of the Board to be subject to its approval and may require that such approval resolutions of the Board can only be adopted with a certain majority of the non-executive members of the Board. The executive members of the Board shall be notified in writing of such resolutions, which shall be clearly specified.

 

17.4 The absence of approval by the General Meeting or the Board, respectively, of a resolution as referred to in Article 17.1 or Article 17.3 shall not affect the authority of the Board or its executive members to represent the Company.

Article 18. Representation;

The Board shall be authorized to represent the Company. Each executive member of the Board shall also be authorized to represent the Company.

Article 19. Vacancy or Inability to Act Executive Members of the Board.

 

19.1 If a seat on the Board concerning an executive member is vacant ( ontstentenis ) or an executive member of the Board member is unable to perform his duties ( belet ), the remaining executive member or executive members of the Board shall be temporarily entrusted with the management of the Company.

 

19.2 If all seats on the Board concerning executive members are vacant or all executive members of the Board are unable to perform their duties, the management of the Company shall be temporarily entrusted to the non-executive members of the Board, with the authority to temporarily entrust the management of the Company to one or more non-executive members of the Board and/or one or more other persons.

 

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Article 20. Duties and Powers Non-executive Members of the Board.

 

20.1 It shall be the duty of the non-executive members of the Board to supervise the management of the executive members of the Board and the general course of affairs in the Company and the business connected with it. The non-executive members of the Board shall assist the executive members of the Board by giving advice. In performing their duties the non-executive members of the Board shall act in accordance with the interests of the Company and the business connected with it.

 

20.2 The executive members of the Board shall supply the non-executive members of the Board in due time with the information required for the performance of its duties.

 

20.3 The non-executive members of the Board may request assistance from experts. The costs of such assistance shall be for the account of the Company.

 

20.4 The non-executive members of the Board may decide that one or more non-executive members and/or experts shall have access to the office and the other buildings and premises of the Company and that such persons shall be authorized to inspect the books and records of the Company.

 

20.5 The non-executive members of the Board shall establish rules regarding their decision-making process and working methods, in addition to the relevant provisions of these Articles of Association. Such rules and allocation of duties must be put in writing.

 

20.6 A non-executive member of the Board shall not participate in the discussions and decision-making if he has a direct or indirect personal interest in the matter which is conflicting with the interest as referred to in Article 20.1. In case because of this no resolution can be adopted by the non-executive members of the Board, the general meeting will resolve on the matter.

Article 21. Chairperson of the Board.

The Board shall appoint one of the non-executive members of the Board as chairperson of the Board. Furthermore, the Board may appoint one or more deputy chairpersons from among the other non-executive members of the Board.

Article 22. Meetings of the Non-executive Members of the Board

 

22.1 The non-executive members of the Board shall meet together with the executive members of the Board unless the non-executive members of the Board wish to meet without the executive members of the Board being present.

 

22.2 The non-executive members of the Board shall meet whenever its chairperson, two or more other non-executive members of the Board or two or more executive members of the Board deem such to be necessary.

 

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22.3 A non-executive member of the Board member may be represented at a meeting by another non-executive members of the Board member authorized in writing.

 

22.4 The meetings of the non-executive members of the Board shall be presided over by the chairperson or a deputy chairperson of the Board. In their absence, the chairperson of the meeting shall be appointed by a majority of the votes cast by the non-executive members of the Board members present at the meeting.

 

22.5 Minutes of the meeting shall be kept by the Company Secretary. In his absence, the chairperson of the meeting shall appoint another secretary of the meeting.

 

22.6 The minutes shall be adopted by the non-executive members of the Board, in the same meeting or the next. Evidencing their adoption, the minutes shall be signed by the chairperson and the secretary of the meeting in which the minutes are adopted.

Article 23. Decision-making Process.

 

23.1 When making resolutions, each non-executive member of the Board member may cast one vote.

 

23.2 All resolutions of the non-executive members of the Board shall be adopted by a majority of the votes cast.

 

23.3 At a meeting, the non-executive members of the Board may only pass valid resolutions if the majority of the non-executive members of the Board then in office are present or represented.

 

23.4 Resolutions of the non-executive members of the Board may also be adopted in a manner other than at a meeting, in writing or otherwise, provided the proposal concerned is submitted to all executive members of the Board then in office and none object to the relevant manner of adopting resolutions.

Adoption of resolutions in writing shall be effected by written statements from all non-executive members of the Board then in office.

 

23.5 A resolution of the non-executive members of the Board may at all times be evidenced by a written statement to that effect by the chairperson of the Board or by the Company Secretary.

CHAPTER IX. THE OPERATIONS OF THE FULL BOARD.

Article 24. Duties and Powers.

 

24.1 The Board shall have the duties and powers conferred upon it by or pursuant to these Articles of Association as well as the duties and powers conferred upon it by or pursuant to the Governing Agreement referred to in Article 3.

 

24.2 The Board may establish rules regarding the decision-making process and working methods of the full Board, in addition to the relevant provisions of these Articles of Association.

 

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Article 25. Meetings.

 

25.1 The Board shall meet whenever its chairperson or two or more other members of the Board deem such to be necessary.

 

25.2 In a meeting of the Board a non-executive member of the Board may be represented by another non-executive member of the Board authorized in writing and an executive member of the Board may be represented by another executive member of the Board authorized in writing.

 

25.3 The meetings of the Board shall be presided over by the chairperson or a deputy chairperson of the Board. In their absence, the chairperson of the meeting shall be appointed by a majority of the votes cast by the non-executive members of the Board present at the meeting.

 

25.4 Minutes of the meeting shall be kept by the Company Secretary. In his absence, the chairperson of the meeting shall appoint another secretary of the meeting.

 

25.5 The minutes shall be adopted by the Board, in the same meeting or the next. Evidencing their adoption, the minutes shall be signed by the chairperson and the secretary of the meeting in which the minutes are adopted.

Article 26. Decision-making Process.

 

26.1 When making Board resolutions, each Board member may cast one vote. However, if the number of executive members of the Board in office temporarily exceeds the number of non-executive members of the Board in office, each executive member of the Board shall have a number of votes equal to the number of non-executive members of the Board, and vice versa.

 

26.2 All resolutions of the Board shall be adopted by a majority of the votes cast, without prejudice to the provisions of Article 27.1. If there is a tie, the issue shall be decided by the chairperson of the Board.

 

26.3 At a meeting, the Board may only pass valid resolutions if the majority of the non-executive members of the Board then in office are present or represented.

 

26.4 Board resolutions may also be adopted in a manner other than at a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Board members then in office and none of them objects to the relevant manner of adopting resolutions.

Adoption of resolutions in writing shall be effected by written statements from all Board members then in office.

 

26.5 A resolution of the Board may at all times be evidenced by a written statement to that effect by the chairperson of the Board or by the Company Secretary.

Article 27. The Company Secretary.

 

27.1

The Company shall have a secretary, to be referred to as the Company Secretary. The Company Secretary shall not be a member of the Board. The Company Secretary shall be appointed by resolution of the Board. A resolution to appoint a person as Company Secretary can only be adopted if

 

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  both the majority of the non-executive members of the Board then in office and the majority of the executive members of the Board then in office express their support for such resolution.

 

27.2 The Company Secretary may be dismissed at any time by resolution of the Board. The Company Secretary may also be dismissed by resolution of the non-executive members of the Board or by resolution of the executive members of the Board.

 

27.3 The Company Secretary shall have the duties and powers expressly conferred upon him by these Articles of Association. In addition, the duties and powers of the Company Secretary shall be determined by the Board.

 

27.4 If the Company Secretary is absent, his duties and powers shall be assumed by his deputy, to be designated by the Board.

Article 28. Indemnity and Insurance.

 

28.1 To the extent permissible by law, the Company shall indemnify and hold harmless each sitting and former member of the Board (each of them, for the purpose of this Article 28 only, an “Indemnified Person”), against the financial consequences of any and all liabilities, claims, judgements, fines, expenses and penalties incurred by the Indemnified Person as a result of any threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative (each, a “Legal Action”), brought by any party other than the Company itself or its Group Companies, in relation to acts or omissions of the Indemnified Person performed or committed in that person’s capacity of member of the Board or a capacity relating thereto (“Claims”). The Board may submit such indemnification and obligation to hold harmless to reasonable conditions as to the acts and omissions of the Indemnified Person for the purpose of limiting damages and with respect to the provision of information. Claims will include derivative actions brought on behalf of the Company or its Group Companies against the Indemnified Person and claims by the Company (or any of its Group Companies) itself for reimbursement for claims by third parties on the ground that the Indemnified Person was jointly liable toward that third party in addition to the Company.

 

28.2 The Indemnified Person will not be indemnified with respect to Claims in so far as they relate to the gaining in fact of personal profits, advantages or remuneration to which he was not legally entitled, or if the Indemnified Person shall have been adjudged to be liable for wilful misconduct ( opzet ) or intentional recklessness ( bewuste roekeloosheid ).

 

28.3

Any expenses (including reasonable attorneys’ fees and litigation costs) (collectively, “Expenses”) incurred by the Indemnified Person in connection with any Legal Action shall be settled or reimbursed by the Company, but only upon receipt of a written undertaking by that Indemnified Person that he shall repay such Expenses if a competent Court in an irrevocable judgement

 

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  should determine that he is not entitled to be indemnified. Expenses shall be deemed to include any tax liability which the Indemnified Person may be subject to as a result of his indemnification.

 

28.4 Also in case of a Legal Action against the Indemnified Person by the Company itself or its Group Companies, the Company will settle or reimburse to the Indemnified Person his reasonable attorneys’ fees and litigation costs, but only upon receipt of a written undertaking by that Indemnified Person that he shall repay such fees and costs if a competent Court in an irrevocable judgement should resolve the Legal Action in favour of the Company or the relevant Group Company rather than the Indemnified Person.

 

28.5 The indemnity contemplated by this Article 28 shall not apply to the extent Claims and Expenses are reimbursed by insurers.

 

28.6 The Company will provide for and bear the cost of adequate insurance covering Claims against Board members (D&O insurance), unless such insurance cannot be obtained at reasonable terms.

 

28.7 This Article 28 can be amended without the consent of the Indemnified Persons as such. However, the indemnification and obligation to hold harmless provided herein shall nevertheless continue to apply to Claims and/or Expenses incurred in relation to the acts or omissions by the Indemnified Person during the periods in which this clause was in effect.

CHAPTER X. FINANCIAL YEAR AND ANNUAL ACCOUNTS; PROFITS AND DISTRIBUTIONS.

Article 29. Financial Year and Annual Accounts.

 

29.1 The Company’s financial year shall be the calendar year.

 

29.2 Annually, not later than four months after the end of the financial year, the Board shall prepare annual accounts, and shall deposit the same for inspection by the Shareholders at the Company’s office. It is not possible to extend this period. Within the same period, the Board shall also deposit the annual report for inspection by the Shareholders.

 

29.3 The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes.

 

29.4 The annual accounts shall be signed by the Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given.

 

29.5 Annually, the non-executive members of the Board shall prepare a report, which shall be enclosed with the annual accounts and the annual report.

 

29.6 Annually, the Company shall appoint a registered accountant or an organization in which registered accountants work together (hereafter in this Article 29: an “Accountant”) to examine the annual accounts. The General Meeting shall be authorized to make such appointment. If the General Meeting fails to make such appointment, the Board shall be competent to

 

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  make the appointment. The appointment of an Accountant shall not be restricted by any nomination; the appointment can at any time be withdrawn by the General Meeting or by those who have made the appointment.

 

29.7 The Accountant shall report on his examination to the Board.

 

29.8 The Accountant shall issue a statement on the outcome of his examination.

 

29.9 The Company shall ensure that the annual accounts, the annual report, the report of the non-executive members of the Board and the information to be added by virtue of the law are made generally accessible through the website of the Company.

 

29.10 The annual accounts, the annual report and the information to be added by virtue of the law shall furthermore be subject to the provisions of Book 2, Title 9, of the Dutch Civil Code.

Article 30. Adoption of the Annual Accounts and Release from Liability.

 

30.1 The General Meeting shall adopt the annual accounts. The annual accounts cannot be adopted if the General Meeting has been unable to take cognizance of the accountant’s statement referred to in Article 29.8.

 

30.2 At the General Meeting of Shareholders at which it is resolved to adopt the annual accounts, separate proposals can be brought up for discussion concerning release of the Board members from liability for the performance of their respective duties, insofar as the exercise of their duties is reflected in the annual accounts or otherwise disclosed to the General Meeting prior to the adoption of the annual accounts. The scope of a granted release from liability is subject to statutory restrictions.

Article 31. Publication of the Annual Accounts; Half Yearly and Quarterly Figures.

 

31.1 The Company shall publish the annual accounts. Publication must take place within eight days after the adoption, subject to the provisions of Section 2:394, subsections 2 and 3, of the Dutch Civil Code. Publication shall take place by deposit of a copy entirely in the English language at the office of the Commercial Register, with a note thereon of the date of adoption, subject to the provision of Section 2:394, subsection 8, of the Dutch Civil Code.

 

31.2 A copy of the annual report in the English language and of the other documents referred to in Section 2:392 of the Dutch Civil Code, shall be published simultaneously with the annual accounts and in the same manner.

With the exception of the information referred to in said Section 2:392, subsection 1 under a, c, f and g, the foregoing shall not apply if the documents are made available for public inspection at the Company’s office, and if a full or partial copy thereof is supplied at not more than the cost price; if the second sentence of this paragraph is applicable, the Company shall state this for entry in the Commercial Register.

 

31.3

The Company shall publish its half yearly and quarterly figures as soon as they are available to the extent required by law and, for as long as Shares or

 

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  depositary receipts thereof are quoted on Euronext Amsterdam or another stock exchange, to the extent the Rule Book of Euronext Amsterdam or applicable regulations of such other stock exchange or exchanges respectively, shall require.

Article 32. Profits, Distributions and Losses.

 

32.1 The Company’s policy on reserves and dividends shall be determined and can be amended by the Board, without prejudice to Article 9.7. The adoption and thereafter each material change of the policy on reserves and dividends shall be discussed at the General Meeting of Shareholders under a separate agenda item.

The Board shall each year determine which part of the profits shown in the adopted profit and loss account shall be reserved.

The allocation of profits remaining after allocation to reserves shall be determined by the General Meeting. The Board shall make a proposal for that purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General Meeting of Shareholders.

 

32.2 Distributions may be made only insofar as the Company’s equity exceeds the amount of the paid in and called up part of the issued capital, increased by the reserves which must be kept by virtue of the law.

 

32.3 If a loss has been suffered during any one year, the Board may resolve to offset such loss by writing it off against a reserve which the Company is not required to keep by virtue of the law.

 

32.4 Dividends shall be paid after adoption of the annual accounts showing that payment of dividends is permitted.

 

32.5 The Board may resolve to make an interim distribution, provided the requirement of Article 32.2 has been complied with, as shown by interim accounts. Such interim accounts shall show the financial position of the Company not earlier than on the first day of the third month before the month in which the resolution to make the interim distribution is announced. They shall be prepared in accordance with generally accepted accounting principles. The interim accounts shall include the amounts which must be reserved by virtue of the law. They shall be signed by the members of the Board. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given. The interim accounts shall be deposited in the office of the Commercial Register within eight days after the day on which the resolution to make the interim distribution has been announced.

 

32.6 At the proposal of the Board, the General Meeting may resolve to make a distribution on Shares wholly or partly not in cash but in Shares.

 

32.7 The Board may resolve that distributions to Shareholders shall be made out of one or more reserves. The provision of Article 32.6 shall apply by analogy.

 

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32.8 The date on which dividends and other distributions become payable shall be announced in accordance with Article 41.

 

32.9 For all dividends and other distributions in respect of a Share that is part of a collective deposit or a book-entry deposit under the Dutch Security Depositary Act ( Wet giraal effectenverkeer ), the Company shall be discharged from all obligations towards the Euroclear-participant by placing those dividends or other distributions at the disposal of, or at the instruction of, the relevant institution associated with Euroclear Nederland.

 

32.10 A claim of a Shareholder for payment of a distribution shall be barred after five years have elapsed.

CHAPTER XI. THE GENERAL MEETING.

Article 33. Annual General Meeting of Shareholders.

 

33.1 Each year, though not later than in the month of June, a General Meeting of Shareholders shall be held.

 

33.2 The agenda of such meeting shall contain, inter alia, the following subjects for discussion:

 

  (a) discussion of the annual report;

 

  (b) discussion regarding elements of remuneration report;

 

  (c) discussion and adoption of the annual accounts;

 

  (d) dividend proposal (if applicable);

 

  (e) other subjects presented for discussion by the Board and announced with due observance of the provisions of these Articles of Association, as for instance (i) release of the members of the Board from liability; (ii) discussion of the policy on reserves and dividends; (iii) designation of a body of the Company competent to issue Shares; (iv) appointment of the external auditor; and/or (v) authorisation of the Board to make the Company acquire own Shares or depositary receipts thereof.

 

33.3 Shareholders who, alone or jointly, represent at least one percent (1%) of the issued capital or whose shares solely or jointly are worth at least fifty million euro (EUR 50,000,000), shall have the right to request the Board that items be placed on the agenda of the General Meeting of Shareholders. These requests shall be honoured by the Board if such motivated request or proposal for a resolution is received by the Company in writing at least sixty (60) days before the date of the General Meeting of Shareholders.

Article 34. Other General Meetings of Shareholders.

Other General Meetings of Shareholders shall be held whenever the Board deems such to be necessary, without prejudice to the provisions of Sections 2:108a, 2:110, 2:111 and 2:112 of the Dutch Civil Code.

Article 35. Notice and Agenda of General Meetings of Shareholders.

 

35.1 Notice of General Meetings of Shareholders shall be given by the Board.

 

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35.2 Notice of the meeting shall be timely given with due observance of applicable statutory provisions.

 

35.3 The notice shall specify the subjects to be discussed or shall state that the Shareholders may have access to more information at the Company’s office, without prejudice to the provisions of Article 11.6 and Article 42.6. The agenda shall be made available to Shareholders free of charge at the Company’s office and at such other places as may have been determined in the notice. The term “Shareholders” in this Article 35.3 shall include usufructuaries and pledgees of Shares to whom the voting rights accrue.

 

35.4 The notice shall state the requirements for admittance to the meeting as described in Articles 39.2, 39.3 and 39.4.

 

35.5 The notice shall be given in the manner stated in Article 41.

Article 36. Venue of Meetings.

General Meetings of Shareholders shall be held in Amsterdam, Rotterdam or Haarlemmermeer.

Article 37. Chairperson of the Meeting.

 

37.1 The General Meetings of Shareholders shall be presided over by the chairperson of the Board or, if he is absent, by one of the deputy chairpersons of the Board, or, if the latter are also absent, by another non-executive member of the Board, appointed for that purpose by the non-executive members of the Board present at the meeting. However, the Board may also appoint another chairperson to preside over the meeting.

 

37.2 If the chairmanship of the meeting is not provided for in accordance with Article 37.1, the meeting shall itself elect a chairperson, with the proviso that so long as such election has not taken place, the chairmanship shall be held by a member of the Board designated for that purpose by the members of the Board present at the meeting.

Article 38. Minutes.

 

38.1 Minutes shall be kept of the proceedings at the General Meeting of Shareholders by a secretary to be appointed by the chairperson, which minutes shall be adopted by the chairperson and the secretary and as evidence thereof shall be signed by them.

 

38.2 However, the chairperson may determine that notarial minutes shall be prepared of the proceedings of the meeting. In that case the co-signature of the chairperson shall be sufficient.

Article 39. Rights at Meetings and Admittance.

 

39.1 Each Shareholder entitled to vote and each usufructuary or pledgee of Shares to whom the voting rights accrue shall be entitled to attend the General Meetings of Shareholders, to address such meetings and to exercise his voting rights provided that the requirements of this Article 39 have been met.

 

39.2

The right to take part in the meeting in accordance with Article 39.1 may be exercised by a proxy authorized in writing, provided that the power of

 

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  attorney has been received by the Board not later than on the date mentioned in the notice of the meeting. The Company offers those entitled to attend meetings the opportunity to notify the Company by electronic means of communication of such a power of attorney.

 

39.3 The Board must be notified in writing of the intention to attend the meeting. Such notice must be received by the Board not later than on the date mentioned in the notice of the meeting. Where it concerns Shares that are part of a collection deposit ( verzameldepot ) or giro deposit ( girodepot ) referred to in the Dutch Security Depositary Act ( Wet giraal effectenverkeer ), the notice must, contrary to what is set out in the second sentence of this Article 39.3, be sent to one or more institutions associated with Euroclear Nederland indicated in the notice, together with a confirmation from an institution associated with Euroclear Nederland regarding the ownership of the Shares of the relevant shareholder on the registration date referred to in Article 39.4.

 

39.4 Those who have the voting rights and meeting rights on the date to be stated in the notice (the registration date) and have been recorded as such in one or more registers designated for that purpose by the Board, shall be considered to have those rights, irrespective of who has these rights at the time of the General Meeting of Shareholders.

 

39.5 The date mentioned in the notice of the meeting, referred to in Article 39.3 and Article 39.4, respectively, shall be determined with due observance of applicable statutory provisions.

 

39.6 If the voting rights attributable to a Share accrue to the usufructuary or pledgee, instead of to the Shareholder, the Shareholder itself shall also be authorized to attend the General Meetings of Shareholders and to address such meetings, provided that the Board has been notified of the intention to attend the meeting in accordance with Article 39.3.

 

39.7 The foregoing provisions of this Article 39 with respect to the exercise of rights at meetings by holders of Shares and their proxies, shall, to the extent possible, apply by analogy to holders of depositary receipts, issued for Shares with the Company’s cooperation, and their proxies.

 

39.8 Each Share confers the right to cast one vote; Holders of depositary receipts issued for Shares with the Company’s cooperation, or their proxies, have no voting rights.

 

39.9 Each person entitled to vote or his proxy must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.

 

39.10 The members of the Board shall, as such, have the right to give advice in the General Meetings of Shareholders.

 

39.11 The chairperson of the meeting shall decide whether persons other than those mentioned above in this Article 39 shall be admitted.

 

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Article 40. Adoption of Resolutions.

 

40.1 Valid resolutions of the General Meeting can only be adopted at a General Meeting of Shareholders for which notice is given and which is held in accordance with the relevant provisions of the law and of these Articles of Association.

 

40.2 Unless the law or these Articles of Association provide for a greater majority, all resolutions of the General Meeting shall be adopted by an absolute majority of the votes cast.

 

40.3 If a majority of the votes cast is not obtained in an election of persons, a second free vote shall be taken. If a majority is not obtained again, further votes shall be taken until either one person obtains a majority of the votes cast or the election is between two persons only, both of whom receive an equal number of votes. In the event of such further elections (not including the second free vote), each election shall be between the candidates in the preceding election, with the exclusion of the person who received the smallest number of votes in such preceding election. If in the preceding election more than one person has received the smallest number of votes, it shall be decided which candidate should not participate in the new election by randomly choosing a name. If votes are equal in an election between two persons, it shall be decided who is elected by randomly choosing a name.

 

40.4 If the votes are equal with regard to resolutions not concerning an election of persons, the proposal shall be deemed to have been rejected.

 

40.5 All voting shall take place orally. The chairperson is, however, entitled to decide that votes be cast in writing. If it concerns the holding of a vote on persons, anyone present at the meeting with voting rights may demand a vote by secret ballot. Votes by secret ballot shall be cast by means of secret, unsigned ballot papers. Blank and invalid votes shall not be counted as votes. Resolutions may be adopted by acclamation if none of the persons with voting rights present at the meeting objects.

 

40.6 When determining how many votes are cast, how many Shareholders are present or represented or which part of the Company’s issued capital is represented, no account shall be taken of Shares for which no vote can be cast.

 

40.7 The chairperson’s decision at the meeting on the result of a vote shall be final and conclusive. The same shall apply to the contents of an adopted resolution if a vote is taken on an unwritten proposal. However, if the correctness of such decision is challenged immediately after it is pronounced, a new vote shall be taken if either the majority of the persons with voting rights present at the meeting or, where the original vote was not taken by roll call or in writing, any person with voting rights present at the meeting, so demands. The legal consequences of the original vote shall be made null and void by the new vote.

 

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Article 41. Notices and Announcements.

All notices of General Meetings of Shareholders and all announcements to Shareholders and to usufructuaries and pledgees of Shares to whom the voting rights accrue, shall be made in accordance with the relevant provisions of the law.

Article 42. Amendment of Articles of Association and Dissolution.

 

42.1 A resolution to alter Articles 15, 17, 28, 30, 32, 42 or to dissolve the Company can be adopted only at the proposal of the Board.

 

42.2 A resolution to amend these Articles of Association shall require an absolute majority of the votes cast, provided such resolution is passed at the proposal of the Board.

 

42.3 For the adoption of a resolution to amend these Articles of Association, a majority of two-thirds of the votes cast is required if the resolution is not passed at the proposal of the Board.

 

42.4 For the adoption of a resolution as referred to in Article 42.3 it shall also be required that at least one-half of the Company’s issued capital be represented at the meeting at which the proposal concerned is dealt with. If it turns out that the requirement mentioned in the previous full sentence has not been satisfied, no second meeting shall be convened in which that requirement is not applicable.

 

42.5 A resolution to dissolve the Company requires an absolute majority of the votes cast.

 

42.6 When a proposal is to be made to the General Meeting of Shareholders to alter the Articles of Association or to dissolve the Company, it must always be stated in the notice of the meeting. When it concerns an amendment of the Articles of Association, a copy of the proposal in which the proposed alteration is quoted in full, must at the same time be filed for inspection in the Company’s office and in such other places as may have been determined in the notice, until the end of that meeting, and be made available, free of charge, to the Shareholders and to the usufructuaries and pledgees of Shares to whom the voting rights accrue.

Article 43. Liquidation.

 

43.1 If the Company is dissolved by a resolution of the General Meeting, the executive members of the Board shall be charged with the liquidation of the Company and the non-executive members of the Board with the supervision thereof, subject to the relevant provisions of Book 2 of the Dutch Civil Code.

 

43.2 During the liquidation the provisions of these Articles of Association shall remain in force to the extent possible.

 

43.3 Assets which remain after payment of the debts shall be transferred to the Shareholders in proportion to the nominal value of their shareholdings.

 

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Exhibit 1.3

THIS GOVERNING AGREEMENT is made on 1 July 2015

B ETWEEN

RELX PLC a company incorporated in England with registered number 00077536 and having its registered office at 1-3 Strand, London, WC2N 5JR ( PLC ); and

RELX N.V. a company incorporated in The Netherlands, having its seat in Amsterdam, with Chamber of Commerce file number 33155037, and having its registered office at Radarweg 29, 1043 NX Amsterdam, The Netherlands ( NV ).

W HEREAS

(A) PLC and NV announced on 17 September 1992 that they had agreed in principle to merge their businesses.

(B) The parties entered into an Implementation Agreement on 30 October 1992 which was amended subsequently (the Implementation Agreement) pursuant to which the parties entered into a Governing Agreement dated 1 January 1993 which was amended subsequently (the Original Governing Agreement ).

(C) The parties agreed to make certain amendments to the Original Governing Agreement, to provide for a more unified management structure for PLC, NV and RELX which were approved at the 1999 annual general meetings of PLC and NV. In 2012, the parties agreed to make certain further amendments to reflect some agreed changes to the process of appointment to, and composition of, the Board of PLC and the Board of NV and the updated shareholdings of PLC, NV and their subsidiaries. In 2013, the parties agreed to make certain further amendments to reflect the implementation of the one-tier board governance structure at NV. In 2015, the parties agreed to make further amendments to reflect a simplification to the corporate structure of PLC, NV and the RELX group of companies, the change to a 1:1 Equalisation Ratio and the cancellation of the “R” exchange shares in the capital of NV. Those amendments, together with all the surviving provisions of the Original Governing Agreement are set out in this Governing Agreement. (the Governing Agreement or Agreement ).

(D) (1) PLC holds 31,613 “Ordinary” shares and 21,287 “R” shares in the capital of RELX; (2) NV holds 31,613 “Ordinary” shares, 15,487 “E” shares in the capital of RELX and 14 E shares in the capital of Reed Elsevier Overseas BV; and (3) Reed Elsevier Holdings BV, a wholly-owned subsidiary of RELX, holds the remaining issued capital of Reed Elsevier Overseas BV.

(E) This Agreement sets out the terms of the continuing relationship of PLC and NV including their relationship as shareholders in RELX, and the basis on which the parties will work together in good faith to give effect to the intention of the directors of PLC and NV to make distributions in accordance with schedule 1 to this Agreement.


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1. I NTERPRETATION

1.1 In this Agreement and the recitals hereto, unless the context otherwise requires or provides:

Board of NV means the NV board comprising the executive and non-executive directors (‘Raad van Bestuur’);

Board of PLC means the board of directors of PLC (or a duly appointed committee of that board);

Board of RELX means the board of directors of RELX;

Code means the City Code on Takeovers and Mergers, as in force at the date of this Agreement;

holding company, subsidiary and wholly-owned subsidiary shall be construed in accordance with section 1159 of the Companies Act 2006 as in force at the date of this Agreement;

Nominations Committee means the joint nominations committee formed by PLC and NV;

person includes individuals, bodies corporate (wherever incorporated), unincorporated associations, partnerships and other unincorporated bodies (in each case, wherever resident and for whatever purpose);

RELX means RELX Group plc, a company incorporated in England with registered number 02746616;

RELX Group means RELX and its subsidiaries from time to time;

Reed Elsevier Holdings BV means the company incorporated in The Netherlands with file number 33201111 at the Amsterdam Chamber of Commerce;

Reed Elsevier Overseas BV means the company incorporated in The Netherlands with file number 33241720 at the Amsterdam Chamber of Commerce; and

Security Interest means any mortgage, charge, pledge or lien, or any security interest whatsoever, howsoever created or arising.

1.2 The schedules to this Agreement form part of this Agreement and shall have effect as if set out in full in it. References to this Agreement shall include reference to the schedules.

1.3 A reference to a director of a company is:

 

(a) in the case of a company incorporated in England, a reference to a person who has been appointed as a member of the board of that company; and

 

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(b) in the case of a company incorporated in The Netherlands, a person who has been appointed as a member of that company’s executive or management board or supervisory board.

1.4 Except where the context otherwise requires, references to clauses or schedules are to clauses of or schedules to this Agreement; references to sub-clauses are to sub-clauses of the clause in which the reference appears; and references in a schedule to paragraphs are references to the paragraph of the schedule in which the reference appears.

1.5 The headings are inserted for convenience only and shall not affect the construction of this Agreement.

2. P URPOSE

2.1 The parties have merged their businesses with a view to achieving the objectives described in the circular dated 30 October 1992 to the holders of shares and bearer depository receipts in NV and to the holders of shares in PLC. The Governing Agreement governs aspects of the relations between them following the merger.

2.2 The provisions of this Agreement shall supersede the provisions of the Original Governing Agreement and all amendments thereto but this shall be without prejudice to the accrued (whether or not asserted) rights of either of the parties under the Original Governing Agreement as previously amended from time to time.

2.3 PLC and NV acting in good faith shall each do or procure to be done all such acts and things as may be necessary or desirable, to ensure so far as practicable the complete and punctual fulfilment, observance and performance of the provisions of this Agreement, and shall each exercise all voting rights and powers, direct or indirect, available to it in relation to any of its subsidiaries or to any member of the RELX Group, to ensure so far as practicable that members of the RELX Group perform all obligations owed to PLC or NV and generally that full effect is given to this Agreement.

3. M ANAGEMENT

Board Composition

3.1 PLC and NV agree that:

 

(a) subject to (c) and (d) below and clause 3.2, the Boards of each of PLC, NV and RELX will comprise the same people;

 

(b) subject to (d) below, PLC, NV and RELX will have the same Chairman and Chief Executive and, for the purposes of this Agreement, if a person’s appointment to the Board of NV is pending that person shall, from the moment he has been appointed the Chairman or the Chief Executive of PLC and RELX, be treated as if he were the Chairman or Chief Executive (as appropriate) of NV;

 

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(c) without prejudice to the operation of clause 3.2, up to two additional non-executive directors on the Board of NV may be appointed who are not directors of PLC or RELX;

 

(d) a person may be appointed and serve as a director of PLC and of RELX pending his or her appointment to the Board of NV and such person shall be counted as a director for the purposes of clause 3.1(e) below; and

 

(e) other than in circumstances where the parties agree in writing that for the time being it is not practicable or possible and subject to clause 3.2:

 

  (i) there shall be such number of executive directors on the Board of PLC, the Board of NV and the Board of RELX as determined by each of the Board of PLC, the Board of NV and the Board of RELX, provided that the Chief Executive and the Chief Financial Officer must be a member of each of them; and

 

  (ii) there shall be such number of non-executive directors on the Board of PLC, the Board of NV and the Board of RELX as determined by each of the Board of PLC, the Board of NV and the Board of RELX, provided that the number of non-executive directors plus the Chairman must always exceed the number of executive directors.

3.2 PLC and NV agree that if a person is elected as a director of PLC or NV by a resolution passed by its shareholders in general meeting which was proposed by one or more of that company’s shareholders and was not proposed or recommended for approval by that company’s directors, then sub-clauses 3.1(a), (c), and (e):

 

(a) will not apply in respect of that person; and

 

(b) will continue to apply, other than in respect of that person.

Nominations Committee

3.3 PLC and NV shall, by separate board resolutions, create a joint committee (the Nominations Committee ) and delegate to that committee sole responsibility for nominating persons for appointment as directors of each of PLC, NV and RELX. The Nominations Committee shall be comprised of the following persons:

 

(a) the Chairman of PLC and NV from time to time;

 

(b) at least one representative appointed by the Board of PLC, each being a non-executive director of PLC as well as a non-executive director of NV; and

 

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(c) at least one representative appointed by the Board of NV, each being a non-executive director of NV (as well as a non-executive director of PLC).

3.4 Each of PLC and NV shall appoint and remove its representative(s) on the Nominations Committee by giving to the other and the Chairman of the Nominations Committee at the time, notice in writing. If PLC or NV gives notice that a person is to be appointed or removed as its representative on the Nominations Committee, then the other must take any action which is necessary to ensure that the representative is so appointed or removed.

3.5 From time to time and as required, the Nominations Committee shall nominate persons for appointment:

 

(a) to the Board of PLC, the Board of NV and the Board of RELX; or

 

(b) in respect of the two additional non-executive directors referred to in clause 3.1(c), solely to the Board of NV.

None of the Board of PLC, the Board of NV or the Board of RELX may appoint or propose or recommend the appointment of a person as a director who has not first been nominated for that appointment by the Nominations Committee.

Board appointments - PLC and RELX

3.6 A person may only be appointed by the Board of PLC as a director of PLC and by the shareholders or Board of RELX as a director of RELX, provided that:

 

(a) the person has been nominated for that appointment by the Nominations Committee;

 

(b) in the case of an appointment to the Board of PLC, the Board of RELX has also resolved to appoint the person as a director of RELX;

 

(c) in the case of an appointment to the Board of RELX, the Board of PLC has also resolved to appoint the person as a director of PLC;

 

(d) the Board of NV has resolved to recommend the appointment of that person at the next Annual General Meeting of NV; and

 

(e) the person has executed the Deed of Undertaking contained in Schedule 2.

That person may be recommended for re-election at the next appropriate general meeting of PLC or RELX provided that the person:

 

(i) is, at the time, a director of PLC and of RELX and of NV (or the Board of NV has resolved to recommend the person for appointment to the Board of NV); and

 

(ii) is willing to stand for re-election,

 

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without prejudice, however, to the obligations of the Board of PLC and the Board of RELX to express to their shareholders an opinion as to whether a person is suitable for appointment as a director.

3.7 If the Board of PLC resolves not to appoint a person nominated by the Nominations Committee as a director, then the Nominations Committee may be directed by the Board of PLC to nominate an alternative person for appointment as a director of PLC, NV and RELX.

Board appointments - NV

3.8 A person may:

 

(a) only be recommended for election to the Board of NV at the earlier of the next Annual General Meeting or the next Extraordinary General Meeting of NV; and

 

(b) until that general meeting, be entitled to attend meetings of the Board of NV as an observer,

provided that:

 

(i) the person has been nominated for that appointment by the Nominations Committee;

 

(ii) (other than where the person has only been nominated for appointment to the Board of NV) the Board of PLC and the Board of RELX have both resolved to appoint the person as a director; and

 

(iii) the person has executed the Deed of Undertaking contained in Schedule 2

without prejudice to the obligations of the Board of NV to express to NV shareholders an opinion as to whether a person is suitable for appointment as a director.

3.9 If the Board of NV resolves not to recommend a person nominated by the Nominations Committee for election by NV shareholders as a director, then the Nominations Committee may be directed by the Board of NV to nominate an alternative person for appointment as a director of PLC, NV and RELX.

Appointment of Chairman and Chief Executive

3.10 If the Nominations Committee nominates a person for appointment as Chairman or Chief Executive:

 

(a) subject to the person being or becoming a member of the Board of PLC and the Board of RELX, the Board of PLC and the Board of RELX shall promptly appoint that person to that position in PLC and RELX respectively; and

 

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(b) subject to paragraph (a) being satisfied and the person being or becoming a member of the Board of NV, the person shall promptly be appointed to that position in NV.

Retirement of directors

3.11 PLC and NV shall ensure that each director of PLC, NV and RELX (other than in respect of paragraphs (b) and (c), a person who is only a non-executive director of the Board of NV):

 

(a) retires from the Boards of PLC and NV at least every three years;

 

(b) if retiring, retires from the Board of PLC and the Board of NV at the Annual General Meeting in the same year; and

 

(c) if being proposed for re-election, is proposed for re-election to the Board of PLC and the Board of NV at the relevant Annual General Meeting in the same year; and

(subject to PLC’s and NV’s obligations under paragraph (c) being without prejudice to the obligations of the Board of PLC and the Board of NV to express to their respective shareholders an opinion as to whether a person is suitable for appointment as a director).

Removal of director

3.12 The Board of PLC and the Board of NV shall each, so far as it is able, ensure that a director retires or resigns or is removed forthwith from its Board and from the Board of RELX if:

 

(a) the appointment or re-election of that person is not also approved by the requisite majority of shareholders of PLC or NV in general meeting;

 

(b) that director ceases to be a director of PLC, NV or RELX whether pursuant to a board resolution, a resolution of shareholders or any other provision of the relevant articles of association;

 

(c) that director resigns as a director of one or more of PLC, NV and RELX; or

 

(d) that director otherwise ceases, for whatever reason, to be a director of PLC, NV or RELX.

Remuneration committee

3.13 The Board of RELX shall establish a remuneration committee (the Remuneration Committee ) with responsibility for (a) considering the remuneration arrangements for the company’s executive directors and Chairman and (b) such other matters as may be delegated to it.

 

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Remuneration of non-executive directors by PLC and NV

3.14 Proposals and recommendations relating to the fees or remuneration to be paid to a person in that person’s capacity as a non-executive director of PLC or of NV shall be made by the Chairman and Chief Executive of PLC and NV from time to time but shall not be effected without the prior approval of each of the Board of PLC and the Board of NV.

Audit committee

3.15 The Board of RELX shall establish an audit committee with responsibility for (a) reviewing and advising the directors of RELX on matters relating to the audit of RELX and its subsidiaries, the effectiveness of internal controls over financial and management information, and the half-year and annual financial statements and (b) such other matters as may be delegated to it.

4. G ENERAL UNDERTAKINGS

Shareholder approval

4.1 If:

 

(a) whether by reason of law, the rules or regulations of any stock exchange or any other applicable regulatory requirement, it is proposed to convene a general meeting of shareholders to consider and, if thought fit, to pass a resolution (the Principal Shareholders’ Resolution) ; or

 

(b) the Board of PLC or the Board of NV proposes to pass a resolution in relation to a matter concerning its company which would, whether by reason of law, the rules or regulations of any stock exchange or any other applicable regulatory requirement, be required to be approved or effected by a resolution approved at a general meeting of shareholders of the other party if the matter concerned that other party (the Principal Board Resolution) ,

the Board of PLC or the Board of NV as the case may be (the Proposing Board) , shall give notice, in the case of the Board of PLC, to the Board of NV, and, in the case of the Board of NV, to the Board of PLC (each recipient of such notice being the Second Board) that it proposes to convene a meeting to consider and, if thought fit, to pass the Principal Shareholders’ Resolution or, as the case may be, that it proposes to pass the Principal Board Resolution. If the Second Board gives notice (the Second Board’s Notice) to the Proposing Board within seven days that it considers the Principal Shareholders’ Resolution or the Principal Board Resolution to be of such importance to its shareholders that it is appropriate to convene a general meeting to consider and, if thought fit, to pass a resolution of similar effect to the Principal Shareholders’ Resolution or the Principal Board Resolution (a Confirmatory Resolution) , the Proposing Board shall take such action as it considers necessary to ensure that the action to which the Principal Shareholders’ Resolution or the Principal

 

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Board Resolution relates does not take effect until the Confirmatory Resolution has been duly passed (if necessary by expressing the Principal Shareholders’ Resolution or the Principal Board Resolution to be conditional on a Confirmatory Resolution being duly passed). The Second Board shall ensure that a Confirmatory Resolution is proposed in terms such that it will be passed if passed by a simple majority, shall convene a general meeting as soon as practicable to consider the Confirmatory Resolution and shall take such other action as it can reasonably take to ensure that such resolution is considered and voted upon by those currently entitled to be present and to vote at a general meeting as soon as is reasonably practicable and in any event, unless some other period is agreed by the Proposing Board, within 30 days of the date on which the Second Board’s Notice was given.

Without prejudice to any other provisions of this Agreement, the requirements of this sub-clause shall not apply:

 

(a) to the extent that it would involve directors taking action which is prohibited by law or applicable regulatory requirements or their being in breach of a duty owed by them to the company in question;

 

(b) if notice in the form set out above is not given by the Second Board within the period of 7 days; and

 

(c) in relation to a Principal Shareholders’ Resolution concerning the approval of accounts, the appointment or re-appointment of directors, the appointment or re-appointment of auditors, an increase in authorised capital, the grant to directors of PLC of authority to allot or issue shares, the extension of the competence of the Board of NV to issue shares, the disapplication of pre-emption rights, the grant of authority to purchase own shares, the approval of employee share option schemes and the approval of arrangements for the issue of shares in lieu of a cash dividend.

When determining whether it is appropriate to convene a general meeting to consider and, if thought fit, to pass a Confirmatory Resolution, the Second Board shall have regard inter alia (but without limitation) to the implications of any delay which might arise as a result of holding such a general meeting and to any particular circumstances which would suggest that, in the context of that company and/or the subject matter of the Principal Shareholders’ Resolution or the Principal Board Resolution, it would not be appropriate for the Second Board to seek the approval of its shareholders.

 

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Controls on the RELX Group

4.2 PLC and NV shall each, so far as it is able, ensure that no member of the RELX Group authorises, approves, executes or does any document, deed, act or thing:

 

(a) without the prior approval of the Board of PLC and of the Board of NV if:

 

  (i) by reason of law, regulation or the rules or regulations of any stock exchange or regulatory authority a resolution would first be required to be passed by the shareholders of PLC or NV (including for this purpose circumstances where PLC would be obliged by the listing rules of the UK Listing Authority as published by the UK Financial Conduct Authority to obtain its shareholders’ approval); or

 

  (ii) by reason of law, regulation or the rules of any regulatory authority (other than a stock exchange), PLC or NV would first be required to make any filing with or notification to, or to obtain any consent or authorisation from any regulatory or governmental authority (other than a stock exchange); or

 

(b) without the prior approval of the Board of PLC and of the Board of NV if the event in question would cause PLC or NV or their directors to be in breach of any contract to which PLC or NV is a party, or to be in breach of any restriction contained in the articles of association of PLC or NV, provided that the contract is one to which PLC or, as the case may be, NV is permitted by this Agreement to be party or the restriction in the articles of association was contained in the articles of association at the date of this Agreement or was adopted after that date in accordance with this Agreement.

Share capital

4.3 PLC and NV shall not, without the prior approval of the other:

 

(a) grant any right to subscribe, exchange for or convert into any share in its capital;

 

(b) except on exercise of rights which were outstanding at the date the Original Governing Agreement became effective, allot or issue any share in its capital;

 

(c) consolidate, sub-divide, convert or alter the rights attaching to any class of shares;

 

(d) purchase its own shares, redeem any shares or reduce its share capital in any way whatsoever, except, in the case of PLC, if the Board of PLC is required to give notice to redeem shares which were issued on terms that they were redeemable; or

 

(e) amend its articles of association or adopt new articles of association.

Limitation of activities of PLC and NV

4.4 PLC and NV shall not, and shall each, so far as it is able, ensure that its subsidiaries do not, without the prior approval of the other:

 

(a) borrow any money, or incur any liability in the nature of borrowings;

 

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(b) guarantee the obligations of any person, grant an indemnity to any person against loss, damage or expense of whatsoever nature, or mortgage or charge its undertaking, property or uncalled capital;

 

(c) carry on or be interested in any business other than (i) the ownership of assets held at the date of the Original Governing Agreement as envisaged by the Implementation Agreement or acquired after that date with the prior approval of the other, (ii) subject to the other provisions of this sub-clause, the exercise of rights relating to such assets, and (iii) giving effect to such arrangements with members of the RELX Group as may be agreed from time to time;

 

(d) lend any moneys to, or deposit any moneys with, any person other than with the approval of the Board of RELX to or with a member of the RELX Group;

 

(e) dispose of, or grant any Security Interest over, any share in the capital of any body corporate including, without limitation, any share in the capital of a subsidiary of it, a member of the RELX Group, or any interest in a share in a body corporate and in particular shall not surrender to any other person the power to exercise the voting rights attaching to any share in a body corporate;

 

(f) sell, transfer or assign, other than with the approval of the Board of RELX to a member of the RELX Group, the benefit of any obligation owed by a subsidiary of it, by a member of the RELX Group, or any interest in such an obligation;

 

(g) dispose of any asset not falling within (e) or (f), or any interest in such an asset, except with the approval of the Board of RELX on terms which are at arm’s length, or (with such approval) to a member of the RELX Group;

 

(h) acquire any asset of any nature whatsoever from any person who is not a member of the RELX Group, other than in the course of a business falling within (c);

 

(i) incur any liability of any nature other than:

 

  (i) liabilities which are incidental to or which arise out of the businesses mentioned in paragraph (c) above (save that paragraph (c)(ii) shall not authorise the voluntary assumption of any liability of a pecuniary nature);

 

  (ii) liabilities which arise by virtue of or are connected with the existence or nature of the relevant company or the need properly to conduct its affairs or maintain corporate records or which are otherwise of a corporate housekeeping nature (including reasonable remuneration or fees for directors and other officers and reasonable registrars, auditors’ and advisors’ fees);

 

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  (iii) liabilities which are connected with or arise out of the listing or quotation of the relevant company’s shares or other securities on any stock exchange;

 

  (iv) taxation or similar liabilities arising out of any action which the relevant company is or was permitted to take pursuant to this Agreement or the Original Governing Agreement;

 

  (v) liabilities which arise out of or are connected with borrowings or other commitments of the relevant company which existed at the date of the Original Governing Agreement (save that this shall not authorise the voluntary assumption of any liability of a pecuniary nature).

Business of PLC and NV

4.5 PLC and NV shall continue to manage their affairs with a view to the nature of their respective businesses being limited to dealings with members of the RELX Group, the holding of shares in members of the RELX Group directly or indirectly, and such other matters as may be agreed from time to time by the parties.

Application of cash

4.6 PLC and NV shall each lend or otherwise make available surplus cash to the RELX Group on such terms as they may respectively agree from time to time with RELX and, if appropriate, the board of any member of the RELX Group which may be party to such arrangements.

PLC and NV liquidity

4.7 PLC and NV agree that they may each require loan facilities from time to time to meet Permitted Liabilities (as defined in article 105.1 of the articles of association of RELX). Upon the request of either of them, they shall both use all reasonable endeavours to ensure that a member of the RELX Group provides or procures the provision of an appropriate loan facility to the party making the request for the purpose of meeting Permitted Liabilities.

5. G UARANTEES AND INDEMNITIES

5. PLC and NV agree, without prejudice to sub-clause 4.4(b), that any guarantees or indemnities which are given by them shall normally be given on a joint and several basis. PLC and NV shall not be required to give any guarantee or indemnity at the request of the other or at the request of any member of the RELX Group.

6. E QUALISATION

6.1 The parties shall give effect to the provisions of schedule 1.

 

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7. S TANDSTILL

7.1 PLC and NV shall each not, and shall, so far as it is able, ensure that persons acting in concert with it in relation to the other do not, without the prior approval of the other:

 

(a) acquire or dispose of any interest in the share capital of the other;

 

(b) announce or make any offer (including a partial or tender offer) for shares in the capital of the other or take any step which might give rise to an obligation (under the City Code on Takeovers and Mergers or otherwise) to announce or make such an offer;

 

(c) exercise any right to require a general meeting of the other to be convened or otherwise to require the other to arrange for a resolution to be considered by all or some of the members of the other; or

 

(d) solicit or encourage any other person, or enter into any agreement or arrangement with any other person for that other person, to do any of the foregoing or any other act or thing which could result in that or any other person acquiring control of either PLC or NV.

7.2 For the purposes of this clause and clause 8, interest in shares shall have the meaning conferred by sections 820, 822, 823 and/or 824 of the Companies Act 2006 and persons acting in concert shall have the meaning conferred by the Code. For the purposes of this clause, control shall have the meaning conferred by the Code.

8. C HANGE OF CONTROL

8.1 If a person (together with persons acting in concert with him) (the Acquirer) acquires shares, or control of the voting rights attaching to shares, carrying more than 50 per cent. of the votes ordinarily exercisable at general meetings of PLC or NV ( control) and has not made a Comparable Takeover Offer (as defined below), the party in which control has not been obtained (the Party giving Notice) may, at any time while such circumstances persist (and from time to time), give notice suspending or modifying the operation of certain provisions of this Agreement, withdraw such a notice, and give further notices varying the effect of any previous notice (all such notices having effect from time to time constituting a Notice of Suspension) .

A Notice of Suspension shall state which of the following provisions of this Agreement are to be of no effect while the Notice of Suspension is operative:

 

(a) sub-clause 3.1;

 

(b) sub-clause 3.2;

 

(c) sub-clause 3.3;

 

(d) sub-clause 3.4;

 

(e) sub-clause 3.5;

 

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(f) sub-clause 3.6;

 

(g) sub-clause 3.7;

 

(h) sub-clause 3.8;

 

(i) sub-clause 3.9;

 

(j) sub-clause 3.10;

 

(k) sub-clause 3.11;

 

(l) sub-clause 3.12;

 

(m) sub-clause 4.1, insofar as it imposes obligations on the Party giving Notice;

 

(n) sub-clause 7.1, insofar as it imposes obligations on the Party giving Notice.

A Notice of Suspension shall also state whether, for the purposes only of the obligations imposed by them on the Party giving Notice:

 

(1) sub-clause 4.2 is to be modified so as to require the prior approval of the Board of RELX (A) instead of PLC or the Board of PLC if the Party giving notice is NV or (B) instead of the Board of NV, if the Party giving notice is PLC;

 

(2) sub-clause 4.3 and/or 4.4 are to be modified by the substitution of the phrase “without the prior approval of the other” with the phrase “without the prior approval of the Board of RELX”; and/or

 

(3) sub-clause 4.5 is to be modified by the substitution of the phrase “as may be agreed from time to time by the parties” with the phrase “as the Board of RELX may approve”.

8.2 A Notice of Suspension shall cease to have effect if the parties agree or if:

 

(a) the other party provides evidence to the Party giving Notice which satisfies the Party giving Notice acting in good faith that there is no person who, with persons acting in concert with him, controls that other party; or

 

(b) within 90 days of the acquisition of control a Comparable Takeover Offer has been made.

Unless otherwise agreed by the parties, upon a Notice of Suspension ceasing to have effect all provisions of this Agreement shall again be in full force and effect without modification, but the Party giving Notice shall not be required to take any action to restore the position to that which would have prevailed had provisions of this Agreement not been affected by a Notice of Suspension.

 

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8.3 Comparable Takeover Offer means offers to acquire:

 

(a) all the shares other than those which, as respects dividends and capital, carry a right to participate only up to a specified amount in a distribution ( equity securities ); and

 

(b) all the securities which are convertible into equity securities;

in the capital of the Party giving Notice, other than shares held by it, which:

 

(1) are unconditional save for an acceptance condition of the kind permitted by Rule 9.3 and a condition reflecting terms of the kind permitted by Rule 9.4;

 

(2) are cash offers (in sterling, if the Party giving Notice is PLC, or in euros, if the Party giving Notice is NV) at a price not lower than the Required Price;

 

(3) are communicated to the offerees in the manner required by the Code or, if that is impracticable, in such other manner as the Party giving Notice may reasonably specify;

 

(4) are open for acceptance for not less than the period required by Rule 31;

 

(5) comply with the General Principles and Rules;

 

(6) has become unconditional in all respects or, if it has lapsed without becoming unconditional in all respects, has lapsed solely as a result of failure to obtain sufficient acceptances of the offer to satisfy any condition as to acceptances which is permitted by this clause,

in each case on the basis that the Code applies to the offers; provided that, if any such offer would, at the time it would be required to be made, be illegal or contravene any applicable regulatory requirement (including any successor to the Code) in either the United Kingdom or The Netherlands then the expression Comparable Takeover Offer shall mean offers which satisfy the above requirements as nearly as is possible having regard to applicable law and regulatory requirements in such jurisdictions.

8.4 For the purpose of this clause:

General Principles means the General Principles of the Code;

Required Price means whichever shall be the higher of:

 

(a) the highest price paid for securities of the relevant class by the person who shall have obtained control or any person acting in concert with that person during whichever shall be the longer of the following periods:

 

  (i) the 12 months preceding the acquisition of control and the period since such acquisition; and

 

  (ii)

the period since that person (together with persons acting in concert with that person) shall have become interested in

 

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  shares carrying more than 30 per cent. of the votes ordinarily exercisable at general meetings of PLC or, as the case may be, NV; and

 

(b) the price which would be required by Rule 15 having regard to the price required to be offered for the relevant ordinary shares;

and, for this purpose:

 

(1) if the Party giving Notice is PLC, ordinary shares in NV acquired by any relevant person shall be deemed to be ordinary shares in PLC and to have been acquired at a price calculated by dividing the price at which they were in fact acquired by the Equalisation Factor and, if necessary, converting that price into sterling at the closing mid-point euro-sterling exchange rate for the date of the acquisition as shown in the London edition of the Financial Times (or such other point of reference as the parties shall agree);

 

(2) if the Party giving Notice is NV, ordinary shares in PLC acquired by any relevant person shall be deemed to be ordinary shares in NV and to have been acquired at a price calculated by multiplying the price at which they were in fact acquired by the Equalisation Factor and, if necessary, converting that price into euros at the exchange rate referred to in (1) above,

where Equalisation Factor means the larger number in the Equalisation Ratio (as defined in schedule 1) at the time the shares in question were acquired divided by the smaller number in the Equalisation Ratio at that time; and

references to Rules are to Rules of the Code.

9. I NTELLECTUAL PROPERTY RIGHTS

10. PLC and NV shall each, to the extent it has the right to do so, permit members of the RELX Group to use, in the course of their respective businesses, the names “Reed”, “Elsevier”, their respective logos, any associated names which PLC, NV or the subsidiaries of either of them are entitled to use in the course of their respective businesses and the PLC trademarks detailed in schedule 3 of the Implementation Agreement (the Names ). Any such permission shall be on such terms as may reasonably be required to protect the intellectual property rights subsisting in the Names.

10. A CCOUNTING MATTERS , CORPORATE GOVERNANCE AND DISCLOSURE OBLIGATIONS

Accounting reference date

10.1 The financial year of PLC and NV shall end on 31 December until they agree otherwise.

 

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Audit committees

10.2 The audit committees of the Board of PLC and the Board of NV will continue.

Accounting policies and practices

10.3 PLC and NV shall so far as practicable adopt the same accounting policies and apply the same accounting practices. These will be developed by the Chief Financial Officer of RELX and his team and will be approved by the RELX audit committee with input as appropriate from the PLC audit committee and the NV audit committee.

Corporate Governance and disclosure standards

10.4 Each of PLC, NV and RELX will comply with the highest standards of corporate governance and disclosure policies applying in the UK and Netherlands with the effect that a mandatory obligation applying to one of PLC or NV will be observed by the other and RELX (except to the extent that the observance of that obligation would place a party in breach of a mandatory obligation applying directly to it).

11. I NFORMATION

The Operating Group

11.1 PLC and NV shall each be entitled to have and shall each ensure that the other has reasonable access to the separate books, records and accounts kept from time to time by members of the RELX Group and to be supplied by those companies with such information as they each may reasonably require from time to time to keep themselves properly informed about the business and affairs of those companies and generally to protect their respective interests.

PLC and NV

11.2 PLC and NV shall provide the other with such information as is reasonably required by the other in connection with the exercise of rights or the performance of obligations under this Agreement or otherwise in relation to matters arising out of it.

Confidentiality

11.3 A party receiving information under this clause which is confidential to the company from which it is acquired shall not divulge that information to any other person without the prior approval of that company, which shall not be withheld unreasonably.

12. S TOCK EXCHANGE OBLIGATIONS

13. The parties shall co-operate, and shall each, so far as it is able, ensure that members of the RELX Group co-operate, to ensure that PLC and NV are in a position

 

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to comply with obligations imposed on them by stock exchanges on which their shares are from time to time listed, quoted or traded. In particular, PLC and NV shall use all reasonable endeavours to ensure, as far as practicable, that they co-ordinate the content and timing of release of announcements required by each such stock exchange. Whenever practicable, the parties shall endeavour to secure the approval of any such announcement by the RELX Board, to the extent it relates to the business or results of the RELX Group.

13. R ELATIONSHIP TO ARTICLES OF ASSOCIATION

14. In the event of any conflict between the provisions of this Agreement and the memorandum or articles of association or other constitutional document of any member of the RELX Group, the provisions of this Agreement shall prevail as between the parties. The parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further (if necessary) ensure any required amendment to the memorandum or articles of association or other constitutional document of any member of the RELX Group as may be necessary to give effect to the intent and purpose of this Agreement.

14. N OTICES

Form of Notice

14.1 Any notice to be given by one party to the other party in connection with this Agreement shall be:

 

(a) in writing in English;

 

(b) signed by or on behalf of the party giving it; and

 

(c) delivered by hand, by registered post, by courier using an internationally recognised courier company or by email.

Time of Service

14.2 A notice shall be effective on receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission, if delivered by email.

In this clause:

 

(a) business day means a day, other than a Saturday or Sunday or public holiday, on which banks are generally open for business in London and Amsterdam; and

 

(b) working hours means 9.30am to 5.30pm in the relevant location on a Business Day.

 

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Addresses

14.3 The current addresses of the parties for the purposes of clause 14.1 are as follows:

 

NV   
Address:   

Radarweg 29, 1043 NX Amsterdam

The Netherlands

Email:   

j.vanderwoude@relx.com

 

With a copy to:

 

NV.secretariat@relx.com

For the attention of:    Company Secretary
PLC   
Address:   

1-3 Strand,

London,

WC2N 5JR

Email:   

henry.udow@relxgroup.com

 

With a copy to:

 

PLC.secretariat@relx.com

 

And a copy to:

 

alan.mcculloch@reedelsevier.com

For the attention of:    Company Secretary

Each party shall notify the other party in writing of a change to its details in this clause 14.3 from time to time.

15. M ISCELLANEOUS

Regulatory

15.1 The parties shall respectively co-operate with each other from time to time to ensure that all information necessary or desirable for the making of (or responding to any requests for further information consequent upon) any notifications or filings made in respect of this Agreement, or the transactions contemplated hereunder, is supplied to the party dealing with such notification and filings and that they are properly, accurately and promptly made.

No assignment

15.2 Neither of the parties may assign any of its rights or obligations under this Agreement in whole or in part without the approval of the other.

 

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No waiver

15.3 No waiver by a party of a failure or failures by any of the other parties to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other or further failure whether of a like or different character.

Amendment

15.4 Except where specifically provided, this Agreement may be amended only by an instrument in writing signed by duly authorised representatives of each of the parties.

No partnership or agency

15.5 Nothing in this Agreement (or in any of the arrangements contemplated hereby) shall be deemed to constitute a partnership between the parties or any of them, nor constitute any party the agent of any other party for any purpose.

Severance

15.6 If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. Notwithstanding the foregoing, the parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision found to be invalid, illegal or unenforceable.

16. T ERMINATION

17. This Agreement may not be terminated without the agreement of both parties.

17. C OUNTERPARTS

18. This Agreement may be entered into in any number of counterparts and by the parties to them on separate counterparts, each of which when executed by one or more parties shall be an original, but all the counterparts shall together constitute one and the same instrument.

18. J URISDICTION

18.1 Subject to articles 21 and 22 of the Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters signed on 27 September 1968 (as in force from time to time), the parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and The Netherlands in respect of any dispute which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement.

 

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18.2 Neither party shall seek to recover, pursue any claim for, or enforce any judgment for, damages against the other in respect of any dispute arising out of or in connection with this Agreement or the Original Governing Agreement, provided that this sub-clause shall not prevent either party from:

 

(a) exercising or enforcing any rights or obligations arising under this Agreement or the Original Governing Agreement; or

 

(b) seeking or pursuing such other remedies (including, but not limited to, specific performance and injunctive or declaratory relief) as may be available in respect of any such dispute.

19. F ORUM NON CONVENIENS

20. The parties hereby irrevocably waive any objections on the grounds of venue or forum non conveniens to the jurisdiction of the Courts of England or The Netherlands in the event that any proceedings are brought in either jurisdiction in accordance with clause 18.

20. S ERVICE OF P ROCESS

21. Nothing contained in this Agreement shall affect the right to serve process in England or The Netherlands in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment of, or other settlement in proceedings before, the Courts of England or The Netherlands or other settlement in any other courts.

21. G OVERNING LAW

 

22. This Agreement shall be governed by and construed in accordance with English law.

A S WITNESS this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

 

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SCHEDULES

SCHEDULE 1

First    Equalisation

Equalisation

INTERPRETATION

1.1 In this schedule, unless the context otherwise requires or provides:

Applicable Exchange Rate means in relation to any proposed dividend payment by PLC or NV, the average of the closing mid-point spot euro-sterling exchange rates for the five consecutive Business Days commencing with the tenth Business Day before the Dividend Determination Date relating to the RELX dividend which is intended to enable PLC and NV to fund those proposed dividend payments, as shown in the London edition of the Financial Times (or such other point of reference as the parties shall agree);

Business Day means a day on which banks are generally open for business in both the City of London and Amsterdam;

Capital Distribution means the aggregate cash amount which would be paid by PLC or NV (respectively) to a holder of one PLC Ordinary share or of one NV Ordinary share on a liquidation of the paying company before reduction by the amount of any tax (other than, for the avoidance of doubt, any tax on the paying company’s income, profits or gains) which would be required to be deducted or withheld from the payments in the liquidation of the paying company;

Dividend Determination Date means the date on which the directors of RELX resolve to pay or recommend any dividend;

Equalisation Ratio means the ratio of 1:1, subject to adjustment in accordance with paragraph 8 and subject to such further adjustments as PLC and NV may from time to time agree;

Financial Period means a financial year of either PLC or NV or any other period for which the accounts of either of them may by mutual agreement be made up;

NV Ordinary shares means, subject to paragraph 8.4 below, Ordinary shares of €0.07 each in the capital of NV;

PLC Group means PLC and its subsidiaries from time to time;

PLC Ordinary shares means, subject to paragraph 8.4 below, Ordinary shares of 14 51 / 116  pence each in the capital of PLC.

 

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1.2 Words and expressions defined in or for the purposes of articles 105 (Income Rights) and 106 (Capital Rights) of the articles of association of RELX have the same meaning when used in this schedule.

PRINCIPLES OF EQUALISATION

Income

2.1 PLC and NV propose, except in relation to their 1992 final dividends and, in the case of PLC, its 1992 interim dividend and except in the further circumstances described in this schedule, to pay dividends on their ordinary shares on the basis that the ratio of the Gross Dividend Amount on one NV Ordinary share to the Gross Dividend Amount on one PLC Ordinary share, translated using the Applicable Exchange Rate, will be the Equalisation Ratio.

Capital

2.2 PLC and NV propose, on the bases and assumptions set out or referred to in this schedule, that the interests of their respective shareholders in the underlying capital of the RELX Group should reflect the Equalisation Ratio.

Liabilities etc

2.3 Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the RELX Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise.

However, it is further intended that any expenditure or liability of PLC or NV (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the RELX Group in such a way that such expenditure or liability may result in dividend payments by PLC and NV not reflecting the Equalisation Ratio.

Operation of principles

2.4 PLC and NV will keep under review (and agree to amend where necessary) the detailed arrangements for equalisation embodied in this schedule and in the articles of association of RELX, with a view to ensuring that those arrangements work in conformity with the principles stated above.

 

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DIVIDEND CALENDAR

3.1 PLC and NV shall co-operate with a view to announcing their interim and final dividends respectively at the same time and on the same day.

3.2 All dividends on PLC Ordinary shares and NV Ordinary shares shall become payable to shareholders (or, in the case of bearer shares, to paying agents for collection by shareholders) on the same date.

3.3 PLC and NV shall co-operate so far as practicable in co-ordinating the timing of all other aspects of dividend payment.

EQUALISATION OF GROSS DIVIDEND AMOUNTS

4.1.1 In relation to each proposed dividend payment to their shareholders, the Board of PLC and the Board of NV shall agree from time to time the Gross Dividend Amounts in respect of dividends to be declared, paid or, where appropriate, recommended for payment by them respectively. The amounts so agreed shall, subject as provided in paragraph 4.5 below, form the basis for calculation of the E Target Dividend and the R Target Dividend respectively for the purposes of article 105 (Income Rights) of the articles of association of RELX.

4.1.2 Subject to the provisions of this schedule, the Board of PLC and the Board of NV shall declare, pay or recommend dividends of such an amount that, in relation to any proposed dividend payment, the ratio of the Gross Dividend Amount in respect of the proposed dividend payment on one NV Ordinary share to the Gross Dividend Amount in respect of the proposed dividend payment on one PLC Ordinary share, calculated using the Applicable Exchange Rate, is the Equalisation Ratio.

4.2.1 Notwithstanding the provisions of sub-paragraph 4.1.2, either the Board of PLC or the Board of NV may decide, with the consent of the other party, to declare, pay or recommend a dividend which is lower than the amount that would be implied by the Equalisation Ratio if it considers that payment of a dividend by PLC or NV, as appropriate, according to the Equalisation Ratio:

 

(a) would result in the payment of a dividend which it would be unlawful to pay, whether by reason of the inadequacy of distributable reserves or the amounts payable to it pursuant to paragraphs (a) and (b) of article 105.3 of the articles of association of RELX being insufficient to enable it to discharge its liabilities or the existence of Excluded Shares or otherwise; or

 

(b) would, because of movements in the euro-sterling exchange rate, result in it declaring, paying or recommending a dividend of an amount which it would be unreasonable to pay having regard in particular to (i) the level of the corresponding interim or final dividend in respect of the last preceding Financial Period and/or (ii) the development of the level of earnings of the RELX Group, expressed respectively in sterling and euro, and/or (iii) any special circumstances in the country of incorporation of PLC or NV, as appropriate, relevant to the decision as to the level of dividend which would be reasonable.

 

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4.2.2 In addition, the parties acknowledge that, in relation to any proposed dividend payment, the amounts declared, paid or recommended by the Board of PLC or the Board of NV may not reflect the Equalisation Ratio:

 

(a) where, as a result of the matters mentioned in the second paragraph of paragraph 2.3 above, the dividend which that party receives under article 105 (Income Rights) of the articles of association of RELX is insufficient to enable it to make onward payment of the R Target Dividend or the E Target Dividend, as appropriate; or

 

(b) where, following the reduction by one party of its dividend payment to shareholders in accordance with sub-paragraphs 4.2.1(a)(ii) or 4.2.1(b) above, subsequent compensatory payments are to be made to the relevant shareholders as contemplated in sub-paragraph 4.3.1, 4.3.2 and 4.4 below.

4.2.3 Where, for any of the reasons stated in sub-paragraphs 4.2.1 or 4.2.2 above either the Board of PLC or the Board of NV decides not to declare, pay or recommend a dividend according to the Equalisation Ratio, PLC and NV shall make available to their shareholders, together with and in the same manner as the announcement of the dividend, a statement explaining why dividends have been or will be declared, paid or recommended which are not in accordance with the Equalisation Ratio and the implications of that fact for future dividends (insofar as they are known).

4.3.1 Where, in accordance with sub-paragraph 4.2.1(a)(ii), the Board of PLC or the Board of NV has resolved to declare, pay or recommend a dividend lower than the amount that would be implied by the Equalisation Ratio, the parties shall discuss how to give effect to the principle that the body of shareholders receiving the lower dividend should, as soon as practicable after it becomes possible as a matter of law and over such period as the parties agree to be reasonable, be compensated for the amount foregone (though this will not necessarily involve any payment of interest or any other form of additional compensation to reflect the delay in receipt). Any future compensatory dividends shall be paid at the same time as routine dividend payments by PLC and NV.

4.3.2 The arrangements which the parties consider appropriate to give effect to the principle referred to in sub-paragraph 4.3.1 may include, without limitation, either:

 

(a)

provision for the amount that would otherwise be payable in respect of the Target Dividend Amount of the party affected in relation to the relevant dividend payment to be reduced, with the amount of the reduction being credited to a separate reserve denominated in sterling in the books of RELX and being preserved by RELX (so far as reasonably possible) so as to be available for payment to the affected party (together with any notional interest or other compensation to reflect the delay in receipt, if the parties have so agreed) when circumstances permit its onward distribution to shareholders of

 

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  that party (and, in this event, the rights of the parties to capital on a winding-up of RELX shall also take account of the amount remaining credited at the Commencement Date to such separate reserve) and the parties shall agree arrangements to protect their respective shareholders against significant prejudice caused by currency fluctuations affecting the value of the separate reserve measured in terms of the currency in which payment of the compensatory dividend will be made; or

 

(b) provision for the whole of the relevant Target Dividend Amount to be paid to the affected party in full ignoring the fact that the affected party will pay a lesser amount by way of dividends to its shareholders, in which event the affected party shall establish a reserve in its own books of the amount so received which it is unable to pay on to its shareholders (translated into euros, in the case of NV) and the rights of the affected party, whether to income or capital, from RELX shall have regard to the purpose for which that reserve is maintained.

4.3.3 The arrangements to give effect to the principle in sub-paragraph 4.3.1 may also include arrangements to deal with (a) changes in the share capital of the relevant party and (b) changes in the taxation regime or rates of tax or tax credit applicable to the relevant party or to the payment of dividends to or by it, in either case prior to the relevant compensatory dividends having been paid.

4.4 Where, in accordance with sub-paragraph 4.2.1(b), the Board of PLC or the Board of NV has resolved to declare, pay or recommend a dividend which is lower than the amount that would be implied by the Equalisation Ratio, the parties acknowledge that it will not normally be appropriate for the body of shareholders receiving the lower dividend to be compensated for the amount foregone. If the parties agree otherwise, they shall also agree the arrangements necessary to permit such compensatory payments, having regard to the provisions of sub-paragraph 4.3 above.

4.5 For the purposes of article 105 (Income Rights) of the articles of association of RELX, Gross Dividend Amounts and Target Dividend Amounts shall be calculated ignoring any requirement or the possibility of any decision to pay a different amount by reason of any of the circumstances described in paragraph 4.2 above.

4.6 For the avoidance of doubt, where either party pays a dividend lower than the amount implied by the Equalisation Ratio by reason of the circumstances described in sub-paragraph 4.2.1(a)(i) or in sub-paragraph 4.2.2(a), the parties do not envisage that any arrangements shall be made to enable any future compensatory payments to be made in respect of the amounts foregone.

DIVIDEND PROCEDURE

5.1 In the period prior to any Dividend Determination Date, the parties shall consult with a view to agreeing, as envisaged by sub-paragraph 4.1.1, the Gross Dividend Amount to be declared, paid or recommended for payment by each of them

 

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(subject to final determination of the Applicable Exchange Rate) and hence the Target Dividend which each proposes to notify to RELX on the Dividend Determination Date pursuant to article 105 (Income Rights) of the articles of association of RELX.

5.2 The parties shall also, prior to each Notification Time, provide to each other (and to RELX) information as to the amounts which they intend to notify to RELX prior to the relevant Notification Time in accordance with article 105 (Income Rights) of the articles of association of RELX as to, respectively, their:

 

(a) Cash Requirements, Relevant Cash and Permitted Liabilities;

 

(b) Deficit Amounts; and

 

(c) Target Dividend Amounts.

Each party shall supply to the other such further information as the other may reasonably request as to the bases of, and assumptions underlying, the calculation of any such figures. The parties shall procure that RELX supplies them with the information as to the timing of future dividend declaration and payments which they require for the purpose of calculating the relevant amounts.

5.3 The parties envisage that, on each Dividend Determination Date, the following events will, so far as practicable, occur in the sequence set out below:

 

(a) by the passing of a shareholder resolution, Reed Elsevier Overseas BV declares the dividends, if any, payable by it on the shares in its respective capital held by NV;

 

(b) PLC and NV give to RELX the formal notifications required by article 105 (Income Rights) of the articles of association of RELX as to their respective Cash Requirements, Relevant Cash, Permitted Liabilities, Deficit Amounts, Target Dividends and Target Dividend Amounts;

 

(c) the Board of RELX resolves to declare, pay or recommend for payment dividends in accordance with article 105 (Income Rights) of the articles of association of RELX;

 

(d) meetings of the Board of PLC and the Board of NV respectively take place to approve announcements or make declarations or recommendations of their dividends to shareholders, with a view to simultaneous public announcements being made.

5.4 The parties acknowledge that it is their intention that RELX pay all dividends by way of interim dividend, rather than by payment of a final dividend requiring approval by the shareholders of RELX. If final dividends are recommended for payment by the Board of RELX, PLC and NV undertake to exercise their votes as shareholders to ensure that the resolution to approve the dividend recommended by the Board is passed.

 

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5.5 Neither party shall, without the consent of the other, declare or pay any dividend other than:

 

(a) dividends not exceeding the R Target Dividend or the E Target Dividend, as the case may be, from time to time notified to RELX;

 

(b) dividends of amounts reflecting the release of any reserve maintained pursuant to sub-paragraph 4.3.2 or paragraph 4.4 above; or

 

(c) dividends of amounts paid to the relevant party pursuant to article 105.2 of the articles of association of RELX.

5.6 The parties agree to consider, in relation to each dividend payment, the arrangements which should be effected with a view to ensuring that changes in currency exchange rates after the Dividend Determination Date do not prejudice the ability of either party to discharge its liabilities or pay its Target Dividend.

5.7 The parties shall comply with their obligations under the provisions of article 105.7 and 105.11 of the articles of association of RELX.

DISTRIBUTIONS IN SPECIE

6. PLC and NV shall not make any distribution in specie.

CAPITAL RIGHTS

7.1.1 In the event of a winding-up of RELX, the intention of the parties is that, on the basis of the Assumptions set out in article 106 (Capital Rights) of the articles of association of RELX and subject to PLC and NV having complied with their respective obligations under the Implementation Agreement, the Original Governing Agreement and the Governing Agreement and to the application of paragraphs 4.3 and 4.4 above, the sums paid up to NV and PLC respectively in the winding-up should be such that the ratio of the Capital Distribution which NV would be able to make on one NV Ordinary share to the Capital Distribution which PLC would be able to make on one PLC Ordinary share (assuming full distribution as capital of the aggregate amounts available in each of PLC and NV on the basis of the Assumptions) would be the Equalisation Ratio. On the occasion of each successive interim or final distribution of capital by RELX, the exchange rate to be used in applying the Equalisation Ratio shall be the average euro sterling exchange rate over the period of 365 days ending on the fifth Business Day before the date on which the relevant Proposed Distribution is notified by the Liquidator pursuant to paragraph (a) of article 106.3 of the articles of association of RELX (the Notification Date ) (determined by reference to the closing spot mid point rates for each Business Day in such period of 365 days as shown in the London edition of the Financial Times or such other point of reference as the parties shall agree).

 

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7.1.2 Sums to be distributed to PLC and NV in accordance with the principle in sub-paragraph 7.1.1 and as an interim or final distribution pursuant to paragraph (d) of article 106.2 of the articles of association of RELX will be calculated by reference to the following formulae:

 

LOGO

where:

 

R R    =    the aggregate of:

 

  (a) the amount (if any) by which the R Available Assets exceed the sum of R Permitted Liquidation Liabilities;

 

  (b) the aggregate of the amounts which would be received by PLC (directly or indirectly) in the liquidation of NV if (i) the Assumptions were fulfilled and (ii) NV were to distribute in sterling:

 

  (A) the amount (if any) by which its Available Assets exceed the sum of its Permitted Liquidation Liabilities, to the extent such amount would in fact be capable of distribution by the E shareholder having regard, amongst other things, to liabilities of the E shareholder which are not Permitted Liquidation Liabilities, all multiplied by X; and

 

  (B) the aggregate of all amounts received by NV pursuant to paragraph (d) of article 106.2 of the articles of association of RELX, each such amount being multiplied by Y;

 

  (c) the cash amount of all previous distributions made to the R shareholder pursuant to paragraph (d) of article 106.2 of the articles of association of RELX;

 

D R    =    the cash amount to be paid to PLC;
N R    =    the number of R Ordinary shares (excluding any Excluded Shares) in issue at the Commencement Date;
ER    =    the Equalisation Ratio;
R E    =    the amount (if any) by which the E Available Assets exceed the sum of the E Permitted Liquidation Liabilities;
P E       the cash amount of all previous distributions made to the E shareholder pursuant to paragraph (d) of article 106.2 of the articles of association of RELX, multiplied by the amount of and divided by in each case, as applicable to the Proposed Distribution which resulted in the relevant distribution;

 

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D E    =      the cash amount to be paid to NV;
N E    =      the number of E Ordinary shares (excluding any Excluded Shares) in issue at the Commencement Date;
A    =      the Residual Amount in relation to the relevant Proposed Distribution;
S A    =      the average number of euros per pound sterling which would have been obtained had an amount in sterling approximately equal to half the Residual Amount in relation to the relevant Proposed Distribution been converted into euros at an exchange rate equal to the average of the closing rates for the sale of euros for sterling for the five consecutive Business Days commencing with the tenth Business Day prior to the Notification Date as quoted by Barclays Bank PLC (or such other point of reference as the parties shall agree) and after deducting commission and other costs associated with the exchange;
S B    =      the amount of S A in relation to the first Proposed Distribution;
S M    =      the average of the closing mid-point spot euro-sterling exchange rates (expressed as a number of euros per pound sterling) over the period of 365 days ending on the fifth Business Day before the Notification Date as shown in the London edition of the Financial Times (or such other point of reference as the parties shall agree);
S N    =      the amount of S M in relation to the first Proposed Distribution;
S O    =      the average of the closing mid-point euro-sterling exchange rates (expressed as a number of euros per pound sterling) over the five days referred to in the definition of S A as shown in the London edition of the Financial Times (or such other point of reference as the parties shall agree);
S P    =      the amount of S O in relation to the first Proposed Distribution;
X    =      LOGO     
Y    =      (in relation to each amount referred to in (b) in the definition of R R above),
        LOGO      S A and S O being in each case the figures applicable to the Proposed
            
        Distribution which resulted in the relevant distribution to NV;

provided that if, pursuant to the above formula, either D R or D E would be less than zero, the amount required to be paid to the relevant shareholder shall be nil and the amount required to be paid to the other shareholder shall equal the Residual Amount.

7.2 In the event of a liquidation of RELX the parties shall comply with their obligations under article 106 of the articles of association of RELX and shall

 

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co-operate with each other and with the Liquidator with a view to agreeing all matters necessary in connection with that liquidation. In particular, the parties shall supply to each other and to the Liquidator such information as shall reasonably be requested for the purpose of determining either party’s Available Assets, Permitted Liquidation Liabilities, Residual Value, Excess Liabilities Requirement and Target Capital Distribution Amount or understanding the bases and assumptions underlying those figures.

7.3 PLC and NV acknowledge that changes in the taxation regime applicable to, or to the payment of dividends or capital distributions by or to, either of them or RELX may result in the rights attaching to the shares in RELX not having, or potentially not having, the economic effect contemplated by the parties at the date of the Original Governing Agreement. In particular, PLC and NV acknowledge that, if any imputation or similar system were introduced in respect of the taxation of distributions of capital in liquidations of English or Dutch companies, this might result in the relative effective economic values which their shareholders enjoy, in terms of capital rights, in relation to the RELX Group ceasing to reflect the Equalisation Ratio. In these circumstances, the parties agree that they will discuss in good faith the appropriate revisions to the rights attaching to their holdings in the RELX Group in order to redress any disadvantage or potential disadvantage so arising, taking full account of the accounting and other implications of such revisions.

FURTHER SHARE ISSUES AND THE EQUALISATION RATIO

Existing Commitments

8.1 No adjustment shall be made or required to the Equalisation Ratio to reflect the exercise, or lapse, of any right which any person may have held at the date the Original Governing Agreement became effective to subscribe, exchange for or convert into any share in the capital of either PLC or NV. To the extent any rights outstanding at the date of the Original Governing Agreement lapse in future, the parties shall consider whether it is appropriate to take steps (for example by the placing of new shares in one party or by the purchase by one party of its own shares) to restore the ratio of their respective issued share capitals to the ratio that would have applied had all such outstanding rights been exercised in full.

Grant of new options to subscribe

8.2 It is contemplated that issues of shares by either party pursuant to any agreed employee share option arrangements implemented after the date the Original Governing Agreement became effective have been or will be on terms which enable the Equalisation Ratio to continue without adjustment, without unfairness to the ordinary shareholders of either PLC or NV. It is not contemplated that issues of this nature will be such as, by themselves, result in significant long-term imbalances to the ratio of the aggregate dividends paid by the RELX Group to PLC and NV respectively.

 

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Scrip or Stock Dividends

8.3 Neither party shall make available to its shareholders any scrip or stock dividend or equivalent facility without the consent of the other. In principle, however, if either party does introduce such a facility for its shareholders, with the consent of the other party, no adjustment shall be made or required to the Equalisation Ratio unless the relevant new shares are issued at below the prevailing market price of the relevant Company’s shares at the date of issue. It is not contemplated that issues of this nature will be such as by themselves result in significant long-term imbalances to the ratio of the aggregate dividends paid by the RELX Group to PLC and NV respectively.

Consolidation and sub-division

8.4 If, with the consent of the other party, either PLC or NV shall give effect to a consolidation or sub-division of its share capital, the appropriate arithmetical adjustment shall be made to the Equalisation Ratio and in the values of N R (and the definition in this schedule of “NV Ordinary shares” or “PLC Ordinary shares”, as appropriate, shall be construed accordingly).

Capitalisation issues

8.5 If, with the consent of the other party, either PLC or NV shall make an issue of ordinary shares (except an issue made in lieu of the payment of cash dividends) by way of capitalisation of profits or reserves, the appropriate arithmetical adjustment shall be made to the Equalisation Ratio and in the values of N R .

Issues for non-cash consideration

8.6 Where the parties agree, shares or other securities of either PLC or NV (or both) may be issued as consideration for the acquisition of shares or other assets by PLC and/or NV (or RELX), as appropriate, on terms that there shall be no adjustment to the Equalisation Ratio provided that satisfactory arrangements are put in place to ensure that the ultimate benefit of, and the ultimate burden of any liability resulting from, such acquisition are shared by the shareholders of PLC and NV in a manner consistent with the Equalisation Ratio.

Non-pre-emptive issues for cash

8.7 Where the parties agree, shares or other securities of either PLC or NV may be issued on a non-pre-emptive basis for a cash consideration on terms that there shall be no adjustment to the Equalisation Ratio provided that satisfactory arrangements are put in place to ensure that the ultimate benefit of, and the ultimate burden of any liability resulting from, such an issue are shared by the shareholders of PLC and NV in a manner consistent with the Equalisation Ratio.

 

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Rights issues and rights offers

8.8.1 Where the parties agree, either PLC or NV (or both) may offer (or procure another person to offer) their respective shares or other securities to their respective shareholders by way of rights.

8.8.2 Subject to sub-paragraph 8.8.3 below, no adjustment to the Equalisation Ratio shall be required provided satisfactory arrangements are put in place to ensure that the ultimate benefit of the proceeds of, and the ultimate burden of any liability resulting from, such an offer by way of rights are shared by the shareholders of PLC and NV in a manner consistent with the Equalisation Ratio.

8.8.3 Where, however, the effect of:

 

(a) the price at which shares or other securities are offered to shareholders, relative to the prevailing market price;

 

(b) the number of shares or other securities offered by PLC and NV respectively (or the fact that such shares or other securities are offered by one party alone); and

 

(c) any other relevant circumstances,

is such that the shareholders of either PLC or NV benefit in a manner that is not consistent with the Equalisation Ratio, the parties envisage that an adjustment to the Equalisation Ratio may be required.

ADJUSTMENTS TO THE EQUALISATION RATIO

9. Upon any adjustment to the Equalisation Ratio, the parties shall:

 

(a) make such public announcements as are appropriate, having regard to the regulatory requirements to which they are respectively subject; and

 

(b) notify RELX in writing of the adjustment.

 

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SCHEDULE 2

Deed of undertaking for directors

THIS DEED OF UNDERTAKING is made by me, [name of director] of [address] on [date].

I hereby undertake to RELX Group plc a company registered in England with number 02746616 ( RELX ), RELX PLC, a company registered in England with number 00077536 ( PLC) and to RELX N.V., a company incorporated in The Netherlands whose registered office is at [address at the time of making the deed] ( NV) that if:

 

(a) at a general meeting, a resolution proposing my appointment or re-election as a director of PLC or NV is not passed by the requisite majority; or

 

(b) I am removed or resign from the board, or otherwise cease for any reason to be a director, of any of PLC, NV or RELX,

then, to the extent that I hold such a position at that time, I shall immediately resign from the position of director of any and all of PLC, NV or RELX except in circumstances where a Notice of Suspension has been given under clause 8 of the Governing Agreement between PLC and NV. If a Notice of Suspension has been given, I may continue as a director of each of PLC, NV and RELX unless:

 

(i) I am removed from any of those companies in accordance with their respective articles of association, in which case I shall cease to be a director of that company; or

 

(ii) in circumstances where I am a director of a ‘Party giving Notice’ (as defined in clause 8 of the Governing Agreement):

 

  (A) I am removed as a director in accordance with a resolution of the shareholders of that party; or

 

  (B) after retiring and being proposed for re-election, I fail to be re-elected as a director by the shareholders of that party,

in which case I shall also immediately resign from my position as a director of RELX.

This deed of undertaking shall be governed by and construed in accordance with English law.

 

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SIGNED as a deed and delivered by

 

[Director]
in the presence of:
[Witness
Occupation
Address]
SIGNED as a deed and delivered by

 

[Director]
in the presence of
[Witness
Occupation
Address]

 

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SIGNED by       )   
for and on behalf of       )   
RELX PLC       )   
in the presence of    )      
SIGNED by       )   
for and on behalf of RELX N.V.       )   
in the presence of       )   

 

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DATED 1 July 2015

RELX PLC

RELX N.V.

 

 

GOVERNING AGREEMENT

 

 


Table of Contents

CONTENTS

 

Clause        Page  

1.

 

INTERPRETATION

     2   

2.

 

PURPOSE

     3   

3.

 

MANAGEMENT

     3   
 

Board Composition

     3   
 

Nominations Committee

     4   
 

Board appointments - PLC and RELX

     5   
 

Board appointments - NV

     6   
 

Appointment of Chairman and Chief Executive

     6   
 

Retirement of directors

     7   
 

Removal of director

     7   
 

Remuneration committee

     8   
 

Remuneration of non-executive directors by PLC and NV

     8   
 

Audit committee

     8   

4.

 

GENERAL UNDERTAKINGS

     8   
 

Shareholder approval

     8   
 

Controls on the RELX Group

     10   
 

Share capital

     10   
 

Limitation of activities of PLC and NV

     10   
 

Business of PLC and NV

     12   
 

Application of cash

     12   
 

PLC and NV liquidity

     12   

5.

 

GUARANTEES AND INDEMNITIES

     12   

6.

 

EQUALISATION

     12   

7.

 

STANDSTILL

     13   

8.

 

CHANGE OF CONTROL

     13   

9.

 

INTELLECTUAL PROPERTY RIGHTS

     16   

10.

 

ACCOUNTING MATTERS, CORPORATE GOVERNANCE AND DISCLOSURE OBLIGATIONS

     16   
 

Accounting reference date

     16   
 

Audit committees

     17   
 

Accounting policies and practices

     17   
 

Corporate Governance and disclosure standards

     17   

11.

 

INFORMATION

     17   
 

The Operating Group

     17   
 

PLC and NV

     17   
 

Confidentiality

     17   

 

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12.

  STOCK EXCHANGE OBLIGATIONS      17   

13.

  RELATIONSHIP TO ARTICLES OF ASSOCIATION      18   

14.

  NOTICES      18   
  Form of Notice      18   
  Time of Service      18   
  Addresses      19   

15.

  MISCELLANEOUS      19   
  Regulatory      19   
  No assignment      19   
  No waiver      20   
  Amendment      20   
  No partnership or agency      20   
  Severance      20   

16.

  TERMINATION      20   

17.

  COUNTERPARTS      20   

18.

  JURISDICTION      20   

19.

  FORUM NON CONVENIENS      21   

20.

  SERVICE OF PROCESS      21   

21.

  GOVERNING LAW      21   

SCHEDULES

     22   

 

Page II

Exhibit 8

SIGNIFICANT SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND BUSINESS UNITS

RELX PLC and RELX NV conduct their business through a jointly owned company, RELX Group plc. Refer to Item 4: Information on the Group for further background.

The following table shows the significant subsidiaries, associates, joint ventures and business units of RELX Group plc by reference to business segment and geographical location. All businesses are 100% owned unless otherwise stated.

 

Business

  

Geographical location

RELX Group plc

   United Kingdom

Holding companies

  

RELX (UK) Limited (1)

   United Kingdom

RELX (Holdings) Limited (6)

   United Kingdom

RELX (Investments) plc

   United Kingdom

Reed Elsevier Holdings B.V.

   The Netherlands

Reed Elsevier Overseas B.V.

   The Netherlands

RELX Nederland B.V.

   The Netherlands

RELX US Holdings Inc.

   USA

RELX Inc. (1)

   USA

RELX Capital Inc.

   USA

Elsevier STM Inc.

   USA

Reed Elsevier Properties Inc.

   USA

Scientific, Technical & Medical

  

Elsevier Limited

   United Kingdom

Elsevier B.V.

   The Netherlands

AGRM Solutions CV

   The Netherlands

Elsevier Inc.

   USA

Gold Standard Inc.

   USA

Elsevier Masson SAS

   France


Legal

  

LexisNexis (3)

   United Kingdom

LexisNexis (4)

   USA

Matthew Bender and Company, Inc.

   USA

LexisNexis SA

   France

LexisNexis Australia (5)

   Australia

LexisNexis Canada Inc.

   Canada

Exhibitions

  

Reed Exhibitions Limited

   United Kingdom

Reed Exhibitions (4)

   USA

Reed Expositions France SAS

   France

Reed Midem SAS

   France

Reed Exhibitions Alcantara Machado Ltda

   Brazil

Reed Exhibitions Japan KK

   Japan

Risk & Business Analytics

  

Reed Business Information Limited

   United Kingdom

Reed Business B.V.

   The Netherlands

Reed Business Information US (4)

   USA

LexisNexis Risk Solutions FL Inc.

   USA

LexisNexis Risk Assets Inc.

   USA

LexisNexis Risk Data Management Inc.

   USA


Business

  

Geographical location

RELX Swiss Holdings SA

   Switzerland

Elsevier Finance SA

   Switzerland

RELX Intellectual Properties SA

   Switzerland

Elsevier Risks SA

   Switzerland

 

(1) Holding company, but also trades through one or more operating divisions
(2) Division of Elsevier Inc.
(3) Division of RELX (UK) Limited
(4) Division of RELX Inc.
(5) Division of Reed International Books Australia Pty Ltd
(6) Direct subsidiary undertaking of RELX Group plc

Exhibit 12.1

SECTION 302 CERTIFICATION

I, E Engstrom, certify that:

1. I have reviewed this annual report on Form 20-F of RELX PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ E Engstrom

Chief Executive Officer

RELX PLC

Dated: March 8, 2016

Exhibit 12.2

SECTION 302 CERTIFICATION

I, N L Luff, certify that:

1. I have reviewed this annual report on Form 20-F of RELX PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ N L Luff

Chief Financial Officer

RELX PLC

Dated: March 8, 2016

Exhibit 12.3

SECTION 302 CERTIFICATION

I, E Engstrom, certify that:

1. I have reviewed this annual report on Form 20-F of RELX NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ E Engstrom

Chief Executive Officer

RELX NV

Dated: March 8, 2016

Exhibit 12.4

SECTION 302 CERTIFICATION

I, N L Luff, certify that:

1. I have reviewed this annual report on Form 20-F of RELX NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ N L Luff

Chief Financial Officer

RELX NV

Dated: March 8, 2016

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of RELX PLC (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, E Engstrom, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ E Engstrom

Chief Executive Officer

RELX PLC

Dated: March 8, 2016

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of RELX PLC (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, N L Luff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ N L Luff

Chief Financial Officer

RELX PLC

Dated: March 8, 2016

Exhibit 13.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of RELX NV (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, E Engstrom, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ E Engstrom

Chief Executive Officer

RELX NV

Dated: March 8, 2016

Exhibit 13.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of RELX NV (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, N L Luff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ N L Luff

Chief Financial Officer

RELX NV

Dated: March 8, 2016

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-197580, 333-191419, 333-167058 and 333-143605 on Form S-8 of our reports dated February 24, 2016, relating to the consolidated financial statements of the Group (comprising RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures) and the effectiveness of the Group’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of RELX PLC and RELX NV for the year ended December 31, 2015.

/s/ Deloitte LLP

London, United Kingdom

March 8, 2016

Table of Contents

Exhibit 15.2

 

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RELX Group is a world-leading provider of information and analytics for professional and business customers across industries.

We help scientists make new discoveries, lawyers win cases, doctors save lives and insurance companies offer customers lower prices. We save taxpayers and consumers money by preventing fraud and help executives forge commercial relationships with their clients.

In short, we enable our customers to make better decisions, get better results and be more productive.

RELX PLC is a London listed holding company which owns 52.9 percent of RELX Group.

RELX NV is an Amsterdam listed holding company which owns 47.1 percent of RELX Group.

Forward-looking statements

The Reports and Financial Statements 2015 contain forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. These statements are subject to a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those currently being anticipated. The terms “estimate”, “project”, “plan”, “intend”, “expect”, “should be”, “will be”, “believe”, “trends” and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to competitive factors in the industries in which the Group operates; demand for the Group’s products and services; exchange rate fluctuations; general economic and business conditions; legislative, fiscal, tax and regulatory developments and political risks; the availability of third-party content and data; breaches of our data security systems and interruptions in our information technology systems; changes in law and legal interpretations affecting the Group’s intellectual property rights and other risks referenced from time to time in the filings of the Group with the US Securities and Exchange Commission.

    

 


Table of Contents
Overview     RELX Group   1

 

    

 

Contents    Overview*
   2    2015 Financial highlights
   3    Chairman’s statement
   4    Chief Executive Officer’s report
 
     Business review*
     8    RELX Group business overview
     14    Scientific, Technical & Medical
     20    Risk & Business Analytics
     28    Legal
     34    Exhibitions
     41    Corporate Responsibility
 
     Financial review*
     54    Chief Financial Officer’s report
     60    Principal risks
 
     Governance
     64    Board Directors
     66    RELX Group Business Leaders
     68    Chairman’s introduction to Corporate Governance
     69    Corporate Governance
     76    Report of the Nominations Committee
     77    Directors’ Remuneration Report
     91    Report of the Audit Committees
 
     Financial statements
and other information
     94    Consolidated Financial Statements
     147    RELX PLC Annual Report and Financial Statements
     157    RELX NV Annual Report and Financial Statements
     168    Summary financial information in euros
     169    Summary financial information in US dollars
     171    Shareholder information
     175    2016 financial calendar
     176    Principal operating locations
 
    

*   Comprises the Strategic Report in accordance with The (UK)  Companies Act 2006 (Strategic Report and Directors’ Report)  Regulations 2013.

 

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A pdf of the full Annual Report and further

information about the Group and our

businesses can be found online at our

website: www.relx.com

     

 

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2    RELX Group     Annual reports and financial statements 2015

 

    

 

2015 Financial highlights

 

¡   Underlying revenue up 3%

 

¡   Underlying adjusted operating profit up 5%

 

¡   Adjusted EPS up 7% to 60.5p (56.3p); up 20% to 0.835 ( 0.698); up 8% constant currency

 

¡   Reported EPS 46.4p (43.0p) for RELX PLC; 0.682 ( 0.568) for RELX NV

 

¡   Full-year dividend up 14% to 29.7p for RELX PLC and up 5% to 0.403 for RELX NV

 

¡   Strong financial position and cash conversion; leverage 2.2x EBITDA, pensions and lease adjusted (1.8x unadjusted)

 

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RELX Group encompasses RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures. The corporate structure is set out on page 68.

RELX Group uses adjusted and underlying figures as additional performance measures. Adjusted figures primarily exclude the amortisation of acquired intangible assets and other items related to acquisitions and disposals, and the associated deferred tax movements. Reconciliations between the reported and adjusted figures are set out on pages 56, 58, 102 and 116. Underlying growth rates are calculated at constant currencies, and exclude the results of acquisitions and disposals made in both the year and prior year and of assets held for sale. Underlying revenue growth rates also exclude the effects of exhibition cycling. Constant currency growth rates are based on 2014 full-year average and hedge exchange rates.

RELX NV comparative earnings and dividends per share have been adjusted retrospectively to reflect the bonus issue of shares effective 30 June 2015.


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Overview     Chairman’s statement   3

 

    

 

Chairman’s statement

 

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Anthony Habgood

Chairman

 

RELX Group continued to execute well on its financial and strategic priorities in 2015. During the year, we simplified our corporate structure, increased transparency to shareholders and changed our name.

Growth of underlying revenues was +3%. Underlying adjusted operating profits grew +5%, with the improvement in profitability reflecting a combination of underlying revenue growth, process innovation and portfolio development. Adjusted operating profits increased +5% to £1,822m expressed in sterling, and increased +17% to 2,514m expressed in euros.

Adjusted earnings per share grew +7% to 60.5p for RELX PLC, and +20% to 0.835 for RELX NV. Reported earnings per share increased +8% to 46.4p for RELX PLC, and +20% to 0.682 for RELX NV.

Dividends

The Boards are recommending final dividends of 22.3p for RELX PLC and 0.288 for RELX NV, up respectively 17% and 1% against the prior year. This brings the total dividends for the year to 29.7p for RELX PLC, up 14% and 0.403 for RELX NV, up 5%. The differing growth rates for the two parent companies reflect movements in the sterling-euro exchange rate between dividend announcement dates and, for the final dividends, the abolition of the tax credit applicable to UK dividends as announced by the UK government and effective from April 2016. As a result, future dividends will be the same value for each RELX PLC and RELX NV share, removing the one remaining difference between the economics of the two shares.

Balance sheet

Net debt was £3.8bn/ 5.1bn on 31 December 2015, compared with £3.5bn/ 4.6bn last year. Net debt/EBITDA on a pensions and lease adjusted basis for 2015 was 2.2x, down from 2.3x last year; and on an unadjusted basis, it was 1.8x, up from 1.7x last year.

Adjusted cash flow conversion was 94%, down from 96% in 2014, with capital expenditure at 5.1% of revenues.

Share buybacks

During the year, we bought back shares worth £500m. In 2016, we intend to deploy a total of £700m on share buybacks. By February, £100m of this year’s total had already been completed, leaving a further £600m to be deployed during the year.

Corporate structure and corporate entity names

Following approval at the Annual General Meetings of the parent companies in April, we simplified the corporate structure and changed the names of the companies.

On 1 July, Reed Elsevier PLC and Reed Elsevier NV changed their names to RELX PLC and RELX NV respectively. At the same time, the Reed Elsevier R shares, through which Reed Elsevier PLC held a 5.8% indirect interest in Reed Elsevier NV, were cancelled. RELX PLC and RELX NV now have 52.9% and 47.1% direct equity interests in RELX Group plc respectively.

The equalisation ratio between RELX PLC and RELX NV shares was adjusted such that one ordinary share of RELX PLC now confers equivalent economic interests to one ordinary share of RELX NV. Both ADRs were adjusted as well such that one ADR represents one ordinary share in the respective parent company.

These measures simplified our structure, clarified the economic interest of parent company shareholders, and increased transparency to shareholders. They also allow us to produce consolidated accounts for the first time. The shorter, more modern name reflects the transformation of the company to a technology, content and analytics driven business while maintaining the link with its proud heritage.

Board alignment and succession

After simplifying our corporate structure, we aligned membership of the Boards by appointing Marike van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc. Marike has served as a Non-Executive Director of RELX NV since 2010.

We continue the process of progressively refreshing the Boards. Lisa Hook and Robert Polet will retire as Non-Executive Directors after 10 and 9 years of service respectively following the AGMs in April 2016. After a search by external consultants, Carol Mills and Robert MacLeod will join the Boards in April 2016, subject to shareholder approval. Carol has nearly 30 years’ experience in technology companies. Robert is Chief Executive Officer of Johnson Matthey, the FTSE 100 speciality chemicals company and global leader in sustainable technologies. I would like to thank Lisa and Robert for their advice and help over many years and welcome Carol and Robert to RELX Group.

Corporate responsibility

Good governance is critical to our business. As the foundation for all we do, it is central to our corporate responsibility and future success. Accordingly, we set and meet relevant objectives, including in 2015, new communication campaigns to ensure that employees at RELX Group understand our compliance policies and what they mean in action. In the year ahead, aligned with our focus on data privacy and security, we will develop plans to address impending EU General Data Protection Regulations.

Anthony Habgood

Chairman

 

 

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4    RELX Group     Annual reports and financial statements 2015

 

    

 

Chief Executive Officer’s report

 

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Erik Engstrom

Chief Executive Officer

 

  

We achieved good underlying revenue growth in 2015 and continued to generate underlying operating profit growth ahead of revenue growth through continuous innovation. Our number one priority remains the organic development of increasingly sophisticated information-based analytics and decision tools that deliver enhanced value to our customers.

 

Strategic direction

Our strategy is unchanged. Our objective is to deliver improved outcomes for professional and business customers across industries, to help them make better decisions, get better results and be more productive. We do this by leveraging a deep understanding of our customers to develop increasingly sophisticated information-based analytics and decision tools which combine content and data with analytics and technology in global platforms. These solutions often account for about 1% of our customers’ total cost base but can have a significant and positive impact on the economics of the remaining 99%.

We aim to build leading positions in long-term global growth markets and leverage our skills, assets and resources across RELX Group, both to build solutions for our customers and to pursue cost efficiencies.

During the year we continued to make progress in this strategic direction. We are systematically migrating all of our businesses across RELX Group towards electronic decision tools, adding broader datasets, embedding more sophisticated analytics and leveraging more powerful technology, primarily through organic development.

We are transforming our core business, building out new products and expanding into higher growth adjacencies and geographies. We are supplementing this organic development with selective acquisitions of targeted data sets and analytics, and assets in high-growth markets that support our organic growth strategies, and are natural additions to our existing businesses.

By focusing on evolving the fundamentals of our business we believe that, over time, we are improving our business profile and the quality of our earnings. This is leading to more predictable revenues through a better asset mix and geographic balance; a higher growth profile by expanding in higher growth segments, exiting from structurally challenged businesses and gradually reducing the drag from print format declines; and improved returns by focusing on organic development with strong cash generation.

 

 

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Overview     Chief Executive Officer’s report   5

 

    

 

 

 

2015 progress

In 2015 we made further strategic and operational progress, and continued to evolve our business profile. Our preferred formats, electronic and face-to-face, now generate 85% of our total revenues, growing in mid-single digits.

Our number one priority remained the organic development of increasingly sophisticated information-based analytics and decision tools.

We continued to focus our acquisitions on select, targeted data sets and analytics, and assets in high growth markets that support our organic growth strategies. We completed 19 small transactions, for a total consideration of £171m, slightly lower than the average over the past few years. We also completed the disposal of a number of small, non-strategic assets for £73m.

With a strong balance sheet and an inherently cash-generative business, the strategic priority order for using our cash is unchanged. First to invest in the organic development of our businesses to drive underlying revenue growth; second to support our organic growth strategy with targeted acquisitions; third to grow dividends predictably, broadly in line with EPS growth; fourth to maintain our leverage in a comfortable range; and finally use any remaining cash to buy back shares. As part of this we bought back shares for £500m in 2015, and announced £700m in buy-backs for 2016.

During the year we modernised and simplified our corporate structure, to increase transparency for shareholders.

Financial performance

Our positive financial performance continued throughout 2015, with underlying revenue and profit growth across all four business areas. Underlying revenue growth was 3%. Underlying operating profit growth was 5%, and earnings per share at constant currencies grew 8%.

Key business trends in our Scientific, Technical & Medical business remained positive. Primary research saw strong growth in usage and in article submissions. We saw continued good growth in databases and tools and in electronic reference across segments.

Growth at Risk & Business Analytics accelerated with strong growth across all key segments. There was good take up of new products and services and expansion into adjacent verticals.

Legal underlying revenue growth was maintained. Continued growth in online revenues was again largely offset by further print declines. Roll-out, adoption and usage of the new platform and applications continued to progress well.

Exhibitions achieved strong underlying revenue growth of 5%, albeit slightly below 2014, reflecting the macro economic environment.

 

 

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6    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

Corporate responsibility

Good management of our non-financial risks and opportunities is essential to our success. To ensure we concentrate on the most material issues, we surveyed stakeholders, including customers and peers. They said the biggest impact we can have on society is through our unique contributions, including universal sustainable access to information, promotion of the rule of law and access to justice. Accordingly, in the fifth year of the RELX Group Environmental Challenge, we provided access to the environmental content on ScienceDirect to help applicants develop proposals that address water and sanitation challenges in the developing world.

Availability and sustainable management of water and sanitation is one of the United Nations’ 17 Sustainable Development Goals (SDGs). To coincide with their launch in 2015, we produced Sustainability Science in a Global Landscape, which looks at research underpinning the SDGs to help policy makers and others address gaps. We will be creating an SDG Resource Centre in 2016 to share relevant insights from across our portfolio.

We know that a satisfied, high-performing workforce is critical to our future growth. In 2015, colleagues told us how they feel about RELX Group and I was pleased that the highest percentage in our history feel we employ strong, ethical principles in our business practices and that we treat them with respect and fairness.

We know we have more to do and in the year ahead, we will expand employee resource groups; they build inclusion, giving us strength through diversity in all its forms.

Outlook

Trends in the early part of 2016 are consistent with 2015 across our business, and we are confident that, by continuing to execute on our strategy, we will deliver another year of underlying revenue, profit and earnings growth in 2016.

Erik Engstrom

Chief Executive Officer

 

 

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Table of Contents
RELX Group     RELX Group   7

 

    

 

 

 

Business

review

 

 

 

 

 

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               In this section   
  8    RELX Group business overview   
  14    Scientific, Technical & Medical   
  20    Risk & Business Analytics   
  28    Legal   
  34    Exhibitions   
  41   

Corporate Responsibility

 

  


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8    RELX Group     Annual reports and financial statements 2015

 

    

 

RELX Group business overview

 

RELX Group is a global provider of information and analytics for professional and business customers across industries.

Our goal is to help our customers make better decisions, get better results and be more productive. We do this by leveraging a deep understanding of our customers to create innovative solutions which combine content and data with analytics and technology in global platforms. These solutions often account for about 1% of our customers’ total cost base but can have a significant and positive impact on the economics of the remaining 99%.

The Group serves customers in more than 180 countries and has offices in about 40 countries. It employs approximately 30,000 people of whom half are in North America.

We operate in four major market segments: Scientific, Technical & Medical; Risk & Business Analytics; Legal; and Exhibitions.

 

 

RELX Group financial summary

 

                                
REPORTED FIGURES    £                       Change at          
For the year ended 31 December         

2015

£m

    

2014

£m

     Change           

2015

€m

    

2014

m

     Change           

constant

currencies

    

Change

underlying

 

Revenue

        5,971         5,773         +3%            8,240         7,159         +15%            +2%         +3%   

Operating profit

        1,497         1,402         +7%            2,066         1,738         +19%            

Profit before tax

        1,312         1,229         +7%            1,811         1,523         +19%            

Net profit

        1,008         955               1,391         1,184               

Net margin

        16.9%         16.5%               16.9%         16.5%               

Net borrowings

          3,782         3,550                       5,144         4,579                                   
                                
ADJUSTED FIGURES    £                       Change at          
For the year ended 31 December         

2015

£m

    

2014

£m

     Change           

2015

€m

    

2014

m

     Change           

constant

currencies

    

Change

underlying

 

Operating profit

        1,822         1,739         +5%            2,514         2,156         +17%            +5%         +5%   

Operating margin

        30.5%         30.1%               30.5%         30.1%               

Profit before tax

        1,669         1,592         +5%            2,303         1,974         +17%            +6%      

Net profit

        1,275         1,213         +5%            1,760         1,504         +17%            +6%      

Net margin

        21.4%         21.0%               21.4%         21.0%               

Cash flow

        1,712         1,662         +3%            2,363         2,061         +15%            +3%      

Cash flow conversion

        94%         96%               94%         96%               

Return on invested capital

          12.7%         12.8%                       12.7%         12.8%                                   

 

Parent companies

 

                             
      RELX PLC            RELX NV            Change at  
                                                              constant  
            2015      2014      Change            2015      2014      Change            currencies  

Adjusted earnings per share

        60.5p         56.3p         +7%          0.835       0.698         +20%            +8%   

Reported earnings per share

        46.4p         43.0p         +8%          0.682       0.568         +20%         

Ordinary dividend per share

          29.7p         26.0p         +14%            0.403       0.383         +5%                 

RELX PLC and RELX NV are separate, publicly held entities. RELX PLC’s ordinary shares are listed in London and New York, and RELX NV’s ordinary shares are listed in Amsterdam and New York. In New York the listings are in the form of American Depositary Shares (ADSs), evidenced by American Depositary Receipts (ADRs). RELX PLC and RELX NV jointly own RELX Group plc, which, with effect from February 2015, holds all the Group’s operating businesses and financing activities. With effect from 1 July 2015, following a bonus issue of shares in RELX NV, one RELX PLC ordinary share confers an equivalent economic interest to one RELX NV ordinary share. RELX PLC, RELX NV, RELX Group plc and its subsidiaries, joint ventures and associates are together known as “the Group”.


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Market segments*

 

       Segment Position
 

Scientific, Technical & Medical helps customers advance science and improve healthcare by providing world-class information and analytical solutions that enable them to make critical decisions, enhance productivity and improve outcomes.

 

 

Global #1

 

Risk & Business Analytics provides solutions and decision tools that combine public and industry-specific content with advanced technology and analytics. These solutions assist business and government customers in evaluating and predicting risk, making more informed decisions, reducing fraud and enhancing operational efficiency.

 

 

Key verticals #1

 

Legal is a leading provider of information and analytics to professionals in legal, corporate, government and non-profit organisations.

 

 

US #2

Outside US #1 or 2

 

Exhibitions organises over 500 exhibitions a year, attracting more than 7m attendees. The events, and information tools provided, help exhibitors generate billions of dollars of revenues while boosting the local economies where the events are hosted.

 

 

Global #1

* For additional information regarding revenue from our business activities and geographical markets, see market segments section starting on page 13.

Financial summary by market segment

 

        Revenue             Adjusted operating profit  
        2015
£m
       Change
underlying*
            2015
£m
       Change
underlying*
 

Scientific, Technical & Medical

       2,070           +2%             760           +3%   

Risk & Business Analytics

       1,601           +7%             575           +7%   

Legal

       1,443           +1%             274           +7%   

Exhibitions

       857           +5%             217           +2%   

Unallocated items

                                 (4           
         5,971           +3%               1,822           +5%   

*RELX Group uses adjusted and underlying figures as additional performance measures. Adjusted figures primarily exclude the amortisation of acquired intangible assets and other items related to acquisitions and disposals, and the associated deferred tax movements. Reconciliations between the reported and adjusted figures are set out on pages 56, 58, 102 and 116. Underlying growth rates are calculated at constant currencies, and exclude the results of acquisitions and disposals made in both the year and prior year and of assets held for sale. Underlying revenue growth rates also exclude the effects of exhibition cycling. Constant currency growth rates are based on 2014 full-year average and hedge exchange rates.

 

 

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 Market

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14    RELX Group     Annual reports and financial statements 2015

 

    

 

Scientific, Technical & Medical

 

In Scientific, Technical & Medical markets, we provide information, analytics and tools to help customers make decisions that improve scientific and healthcare outcomes.

 

   
¡   We enhance the quality of research output by organising the review, editing and dissemination of 16% of the world’s scientific articles
¡   ScienceDirect, the world’s largest database of peer-reviewed primary scientific and medical research, has 12m monthly users
¡   Scopus is the most extensive abstract and citation database of research literature in the world, with over 60m information records from 5,000 publishers
¡   SciVal offers insights into the research performance of 6,000 research institutions and 220 countries worldwide
¡  

ClinicalKey, the flagship clinical reference platform, is accessed by more than 3,500 institutions

 

 

Elsevier is the world’s leading provider of scientific, technical and medical information serving scientists, health professionals and students worldwide. Its objective is to help its customers advance science and improve healthcare by providing world-class content, analytics and decision tools that enable them to make critical decisions, enhance productivity and improve outcomes.

Revenues for the year ended 31 December 2015 were £2,070m, compared to £2,048m in 2014 and £2,126m in 2013. Elsevier is a global business with principal operations in Amsterdam, Beijing, Boston, Chennai, Delhi, London, Madrid, Munich, New York, Oxford, Paris, Philadelphia, Rio de Janeiro, St Louis, San Diego, Singapore and Tokyo. It has 7,200 employees.

Elsevier serves customers in over 170 countries. In 2015, 41% of revenue by destination was derived from North America, 27% from Europe and the remaining 32% from the rest of the world. Subscription sales generated 69% of revenue, transactional sales 29% and advertising 2%.

Elsevier serves the needs of scientific, technical and medical markets by organising the review, editing and disseminating of primary research, reference and education content, as well as by providing a range of database and decision tools. Elsevier’s customers are scientists, academic institutions, educators, research leaders and administrators, medical researchers, doctors, nurses, allied health professionals and students, as well as hospitals, research institutions, health insurers, managed healthcare organisations, research-intensive corporations and governments. All of these customers rely on Elsevier to provide high-quality content and critical information for making scientific and medical decisions; review, edit, disseminate and preserve research findings; and create innovative tools to help focus research strategies, increase research effectiveness, improve medical outcomes, and enhance the efficiency of healthcare and healthcare education.

In the primary research market during 2015, over 1.3m research papers were submitted to Elsevier. Over 17,000 editors managed the peer review and selection of these papers, resulting in the publication of 400,000 articles in approximately 2,500 journals, many of which are the foremost publications in their field and a primary point of reference for new research. This content was accessed by around 12m people, with close to 900m full-text article downloads last year. Elsevier’s journals are primarily produced and delivered through the ScienceDirect platform, the world’s largest database of scientific and medical research, hosting over 13m pieces of content, and 30,000 e-books. Flagship journals include Cell and The Lancet families of titles.

In 2015, Elsevier launched 73 new subscription and author-pays journals, including a new open access cross-discipline title, Heliyon, and expanded the Cell Press collection, adding titles such as Trends in Cancer and Cell Systems.

Elsevier is also a global leader in scientific, technical and medical reference markets, providing authoritative and current professional reference content. While reference has traditionally been provided in print, Elsevier has been a leader in driving the shift from print to electronic. Flagship titles include works such as Gray’s Anatomy, Nelson’s Pediatrics and Netter’s Atlas of Human Anatomy.

 


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Elsevier’s flagship clinical reference platform, ClinicalKey, provides physicians with access to leading Elsevier and third-party reference and evidence-based medical content in a single, fully integrated site. ClinicalKey is growing strongly, and is currently accessed by more than 3,500 institutions.

In medical education, Elsevier serves students of medicine, nursing and allied health professions through print and electronic books, as well as electronic solutions. For example, HESI, an online testing and remediation solution designed to help students of nursing and allied health professions, conducted over 750,000 tests in 2015.

Elsevier’s products provide a range of tools and solutions for professionals in the scientific, technical and medical fields. Customers include academic and corporate researchers, research administrators and healthcare professionals.

For academic and corporate researchers, significant products include Scopus, Reaxys and Knovel. Scopus, the largest abstract and citation database of peer-reviewed literature with over 60m records from more than 21,000 journals and 5,000 international publishers, allows researchers to track, analyse and visualise the world’s research output. Reaxys supports the early stages of drug development in the pharmaceutical industry, exploratory chemistry research in academia, and product development in industries such as chemicals and oil & gas. Knovel is a decision support tool for engineers that helps them to select the right materials, a mission-critical use case in product development across chemicals, oil & gas and other engineering-focused industries.

Elsevier serves academic and government research administrators through its Elsevier Research Intelligence suite of products. Leveraging bibliometric data from Scopus and other data types, SciVal is a decision tool that helps institutions to

establish, execute and evaluate research strategies. Pure is a comprehensive research information management system which enables evidence-based research management decisions, promotes collaboration, simplifies administration and optimises impact. Our Analytical Services team provides accurate, unbiased analysis on research performance by combining high-quality data sources with technical and research metrics expertise. SciVal Funding assists researchers and institutions in identifying grants that are most relevant in their research areas.

For healthcare professionals, Elsevier develops products to deliver patient-specific solutions at the point of care to improve patient outcomes. Its clinical solutions include ExitCare which provides patient education and discharge information and CPM Resource Center, which provides a data-driven framework to support nurses in undertaking procedures.

Market opportunities

Scientific, technical and medical information markets have good long-term growth characteristics. The importance of research and development to economic performance and competitive positioning is well understood by governments, academic institutions and corporations. This is reflected in the long-term growth in research and development spend and in the number of researchers worldwide. Growth in health markets is driven by ageing populations in developed markets, rising prosperity in developing markets and the increasing focus on improving medical outcomes and efficiency. Given that a significant proportion of scientific research and healthcare is funded directly or indirectly by governments, spending is influenced by governmental budgetary considerations. The commitment to research and health provision does, however, remain high, even in more difficult budgetary environments.

 

 

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Strategic priorities

Elsevier’s strategic goal is to lead the way in providing information solutions that advance science, technology and health. To achieve this, Elsevier creates solutions that reflect deep insight into the way its users work and the outcomes they are seeking to achieve; strives for excellence in content, service and execution; constantly adapts and revitalises its products, business models and technology; and leverages its institutional skills, assets and resources to promote innovation and efficiency.

Elsevier’s strategic priorities are to continue to increase content volume and quality; expand content coverage, building out integrated solutions and decision tools combining Elsevier, third-party and customer data; increase content utility, using “Smart Content” to enable new e-solutions; combine content with analytics and technology, focused on measurably improving productivity and outcomes for customers; and continue to drive operational efficiency and effectiveness.

In the primary research market, Elsevier aims to grow volume through new journal launches, expansion of author-pays journals and growth from emerging markets; enhance quality by building on our premium brands; and add value to core platforms by implementing new capabilities such as advanced recommendations on ScienceDirect and social collaboration through Mendeley.

In clinical reference markets, priorities are to expand content coverage and ensure consistent and seamless linking of content assets across products.

 

Business model, distribution channels and competition

Science and medical research is principally disseminated on a paid subscription basis to the research facilities of academic institutions, governments and corporations, and, in the case of medical and healthcare journals, to individual practitioners and medical society members. For the past decade content has been provided free or at very low cost in over 100 countries and territories in the developing world through Research4Life, a United Nations partnership initiative. For a number of journals, advertising and promotional income represents a small proportion of revenues, predominantly from pharmaceutical companies in healthcare titles.

Over the past 15 years alternative payment models for the dissemination of research such as author-pays or author’s- funder-pays have emerged. While it is expected that paid subscription will remain the primary distribution model, Elsevier has long invested in alternative business models to address the needs of customers and researchers. Over 1,700 of Elsevier’s journals now offer the option of funding publication and distribution via a sponsored article fee. In addition, Elsevier now produces around 170 stand-alone author-pays open access journals.

Electronic products, such as ScienceDirect, Scopus and ClinicalKey, are generally sold direct to customers through a dedicated sales force that has offices around the world. Subscription agents sometimes facilitate the sales and administrative process for remaining print sales. Reference and educational content is sold directly to institutions and individuals and accessed on Elsevier platforms. Sometimes it is still sold in printed book form through retailers, wholesalers or directly to end users.

Competition within science and medical reference content is generally on a title-by-title and product-by-product basis. Competition in research and reference products is typically with learned societies and professional information providers, such as Springer Nature, Thomson Reuters and Wolters Kluwer. Decision tools face similar competition, as well as from software companies and internal solutions developed by customers.

 

 

 

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2015 financial performance

 

       

2015

£m

      

2014

£m

      

Underlying

growth

      

Acquisitions/

disposals

      

Currency

effects

      

Total

growth

 

Revenue

       2,070           2,048           +2%           0%           -1%           +1%   

Adjusted operating profit

       760           762           +3%           +1%           -4%           0%   

 

Key business trends remained positive in 2015, with underlying profit growth slightly exceeding underlying revenue growth.

Underlying revenue growth was +2%. The difference between the reported and underlying growth rates primarily reflects the impact of exchange rate movements. Underlying operating costs grew 1%.

Underlying adjusted operating profit growth of +3% was slightly ahead of revenue growth, driving margin expansion before currency effects. The reported margin was slightly lower, reflecting the adverse effects of exchange rate movements in the period.

In primary research, strong growth in usage and article submissions to subscription journals continued. In 2015 we launched a total of 73 new journals, bringing our total journal count to approximately 2,500, of which around 170 are stand-alone author-pays open access journals.

We saw continued good growth in databases & tools, as well as in electronic reference and education products.

Print book declines continued in line with the prior year. Print pharma promotion revenue stabilised during the year.

2016 outlook

Our customer environment remains largely unchanged. Overall we expect another year of modest underlying revenue growth, with underlying operating profit growth continuing to exceed underlying revenue growth.

 

 

 

 

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Risk & Business Analytics

 

In Risk & Business Analytics we provide information-based analytics and decision tools that enable customers to evaluate and manage risk.

 

     
¡    70 % of car owners in the US have lower premiums thanks to Risk Solutions products.  
 
¡    Accuity helps banks and financial institutions by providing Anti-Money Laundering solutions.  
 
¡    Tax Refund Investigative Solution (TRIS) has saved taxpayers in 8 US states over $500m.  
 
¡    eCrash cuts the average time it takes to file a traffic accident report from 60 minutes to 19 , reducing the threat to life for police officers at the scene.  
 
¡   

More than 800,000 unique visitors per month rely on Flightglobal to deliver the latest news and most reliable data on the aviation industry.

 

 

 

Risk & Business Analytics is a leading provider of solutions that combine public and industry-specific information with analytics and decision tools. These solutions assist customers in evaluating and predicting risk, making more informed decisions, and enhancing operational efficiency. It serves customers in over 170 countries.

Revenues for the year ended 31 December 2015 were £1,601m, compared with £1,439m in 2014 and £1,480m in 2013. Risk & Business Analytics has principal operations in Georgia, Florida, Illinois and Ohio in the US and London, Amsterdam and Shanghai. It has 7,600 employees.

In 2015, 76% of revenue came from North America, 19% from Europe and the remaining 5% from the rest of the world. In 2015, 35% of revenues were derived from subscription sales, 62% from transactional sales and 3% from advertising. Electronic sales accounted for 89% of Risk & Business Analytics’ revenue.

Risk & Business Analytics is organised around market-facing industry/sector groups: Insurance Solutions, Business Services, Government Solutions, Health Care Solutions, as well as Major Data Services (including banking, energy and chemicals, human resources) and Other Brands and Services.

Insurance Solutions, the largest segment, provides comprehensive data, analytics and decision tools for personal, commercial and life insurance carriers in the US to improve critical aspects of their business, from customer acquisition and underwriting to claims handling. Information solutions, including the most comprehensive US personal loss history database, C.L.U.E., help insurers assess risks and provide important inputs to pricing and underwriting insurance policies. Additional key products include LexisNexis Data Prefill, which provides information on potential and existing customers directly into the insurance workstream including mobile platforms, and LexisNexis Current Carrier, which identifies current or previous insurance coverage details as well as any lapses in coverage.

In the US, Insurance Solutions remains focused on delivering innovative decision tools to insurers. We have continued expansion of driving behaviour products to include two new states in 2015. These products aggregate state-specific court data to provide insurers with vital traffic violation information for use in underwriting. We are advancing our strategy to drive more consistency and efficiency in the claims workstream through our innovative solution suite, Claims Compass. In addition, we have launched our Risk Classifier solution, which uses public and motor vehicle records and predictive modelling to allow life insurers to better understand risk and improve underwriting efficiency.

Insurance Solutions also continues to make progress in international markets. In the UK, the contributory No Claims Discount (NCD) module, which automates verification of consumers’ claims history, has achieved data contribution from over 80% of the UK auto insurance sector. In China, the Genilex joint venture is delivering key vehicle data to auto insurers and is exploring opportunities to add more analytics solutions.

Business Services provides financial institutions with risk management, identity management, fraud detection and prevention, credit risk decisioning and compliance solutions. These include Know Your Customer (KYC) and Anti-Money Laundering products. The business also provides risk and identity management solutions for corporate customers in

 


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retail, telecommunications and utilities sectors. Receivables management solutions help debt recovery professionals in the segmentation, management and collection of consumer and business debt.

In 2015, Business Services was approved by the Small Business Financial Exchange, Inc. to be an SBFE Certified Vendor, which will allow for predictive capabilities combining our extensive US business and consumer data with SBFE’s business payment-performance data. Recent partnerships will broaden the use of alternative data to identify creditworthy individuals who would otherwise be unlikely to obtain traditional credit. Business Services also continues to advance its international strategy with the expansion of its international sales force, upgrades of Bridger Insight XG, a Bank Secrecy Act and Anti-Money Laundering solution, the WorldCompliance heightened risk individuals database, and the launch of a global version of identity verification solution, Instant Verify.

Government Solutions provides data and analytics to US federal, state and local law enforcement and government agencies to help solve criminal and intelligence cases and to identify fraud, waste and abuse in government programmes. In 2015, the group partnered with five states to launch the National Accuracy Clearinghouse (NAC), a cross-state contributory database of benefits information to identify food assistance fraud in real-time. During the year, Government Solutions also enhanced its investigative offering for law enforcement through the acquisition of Bair Analytics, a provider of crime intelligence analytics.

Health Care Solutions utilises consumer, provider and medical claims data to deliver leading identity, fraud and clinical analytics solutions across key stages of the healthcare workflow to enable intelligent decision-making for payers, providers, life sciences organisations and pharmacies. Key developments in 2015 include successfully launching a health insurance fraud detection consortium in Ohio and quantifying the socio-economic determinants of health to help inform the population health programmes of healthcare organisations.

Major Data Services include Accuity, a provider of services and solutions to the banking and corporate sectors focused on payment efficiency, Know Your Customer, Anti-Money Laundering and compliance; ICIS, an information and data service in chemicals, energy and fertilisers; XpertHR, an online service providing regulatory guidance, best practices and tools for HR professionals; and Nextens, a provider of tools and services to allow tax professionals to work efficiently and give advice to their customers. During 2014, Accuity completed the acquisition of FircoSoft, a leading provider of watch list filtering solutions for financial institutions and corporates and a focus in 2015 has been to leverage the combination to strengthen customer propositions.

Other Brands and Services include Flightglobal, Proagrica and Estates Gazette and deliver a mix of high-quality data, decision tools and high-value news, information and opinion to business professionals across many industry sectors while also providing an effective marketing channel for customers. During the year Adaptris Group, a provider of supply chain integration and data solutions for the global agriculture industry, was acquired.

Risk & Business Analytics also provides risk-related solutions to the legal industry through LexisNexis Legal & Professional.

The risk and identity management solutions described above utilise a comprehensive database of public records and proprietary information with more than two petabytes of unique data, which makes it the largest database of its kind in the US market today. Our market-leading HPCC Systems technology enables Risk & Business Analytics to provide its customers with highly relevant decision-making insights and to create new, low-cost solutions quickly and efficiently. It is also increasingly used across other Group market segments, including Scientific, Technical & Medical, Legal and Exhibitions.

In 2015, Risk & Business Analytics continued to reshape its portfolio, exiting areas not core to its strategy. The divestitures of Cordell in Australia and the remaining stake in RCD completed the exit from construction data markets. A number of magazine titles in the UK and Netherlands were also divested.

 

 

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Market opportunities

Risk & Business Analytics operates in markets with strong long-term growth in demand for high-quality analytics based on industry information and insight including: insurance underwriting transactions; insurance, healthcare, tax and entitlement fraud; credit defaults and financial fraud; regulatory compliance and due diligence requirements surrounding customer enrolment; security and privacy considerations; and data and analytics for the banking, energy and chemicals, human resources and aviation sectors.

In the insurance segment, growth is supported by increasing transactional activity in the auto, property and life insurance markets and the increasing adoption by insurance carriers of more sophisticated data and analytics in the prospecting, underwriting and claims evaluation processes, to assess underwriting risk, increase competitiveness and improve operating cost efficiency. Transactional activity is driven by growth in insurance quoting and policy switching, as consumers seek better policy terms. This activity is stimulated by competition among insurance companies, high levels of carrier advertising, and rising levels of internet quoting and policy binding.

A number of factors support growth in banking and financial services markets, including cross-border payments and trade finance levels, new credit originations, continued high fraud losses, stringent regulatory compliance requirements and increasing anti-money laundering fines. In receivables management, demand is driven mainly by levels of consumer debt and the prospect of recovering that debt, which is impacted by employment conditions in the US. In corporate markets, demand is supported by growth in

online retail sales and continued high levels of credit card fraud. Growth in government markets is driven by the increasing use of data and analytics to combat criminal activity, fraud and tax evasion, and to address security issues. The level and timing of demand in this market is influenced by government funding and revenue considerations. In healthcare, there are numerous growth drivers for identity, fraud and clinical analytics solutions including the expansion of insurance coverage under the Affordable Care Act and the focus on value-based care and better patient outcomes.

Growth in the global energy and chemicals markets is driven by increasing trade and demand for more sophisticated information solutions. Risk & Business Analytics’ aviation information markets are being driven by increases in air traffic and in the number of aircraft transactions.

Strategic priorities

Risk & Business Analytics’ strategic goal is to help businesses and governments achieve better outcomes with information and decision support in its individual markets through better understanding of the risks and opportunities associated with individuals, other businesses, transactions and regulations. By providing the highest quality industry data and decision tools, we assist customers in understanding their markets and managing risks efficiently and cost-effectively. To achieve this, Risk & Business Analytics is focused on: delivering innovative new products; expanding the range of risk management solutions across adjacent markets; addressing international opportunities in selected markets to meet local needs; further growing its data services businesses and continuing to strengthen its content, technology and analytical capabilities.

 

 

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Business model, distribution channels and competition

Risk & Business Analytics’ products are for the most part sold directly, typically on a subscription or transactional basis. Pricing is predominantly on a transactional basis for insurance carriers and corporations, and primarily on a subscription basis for government entities.

In the insurance sector, Verisk sells data and analytics solutions to insurance carriers but largely addresses different activities. Principal competitors in business services and government segments include Thomson Reuters and major credit bureaus,

which in many cases address different activities in these segments as well.

Major Data Services and Other Brands and Services compete with a number of information providers on a service and title-by-title basis including: Platts, Thomson Reuters and IHS as well as many niche and privately owned competitors.

Across Risk & Business Analytics, transactional and subscription revenues now account for 97% of the total business with the remaining 3% derived from advertising.

 

 

2015 financial performance

 

        2015
£m
       2014
£m
       Underlying
growth
       Acquisitions/
disposals
       Currency
effects
       Total
growth
 

Revenue

       1,601           1,439           +7%           -1%           +5%           +11%   

Adjusted operating profit

       575           506           +7%           0%           +7%           +14%   

 

Underlying revenue growth accelerated in 2015, with strong growth across all key segments. Underlying profit growth matched underlying revenue growth.

Underlying revenue growth was +7%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and a minor effect from portfolio changes. Underlying operating costs grew 7%, in line with revenue.

Underlying adjusted operating profit growth was +7%. The reported margin expansion reflected a small underlying improvement together with a benefit from currency effects.

The insurance segment continued to see strong growth, driven by volume growth in the US auto underwriting business, strong take-up of new products and services across the insurance workflow, and expansion in adjacent verticals including life and

home insurance. The international initiatives continued to progress well, with strong growth in the UK, albeit from a small base.

In Business Services, growth was driven by demand for identity authentication and fraud detection solutions across the financial services and corporate sectors.

The state and local and federal government segments achieved strong growth, and expansion in healthcare is progressing well.

Major Data Services saw strong underlying revenue growth, and Other Brands and Services remained stable.

2016 outlook

The fundamental growth drivers of Risk & Business Analytics remain strong. We expect underlying revenue and operating profit growth trends to continue.

 

 

 

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Legal

 

In Legal markets, we are a leading global provider of information and analytical tools to professionals in legal, corporate, government and non-profit organisations.

 

     
¡    MedMal Navigator identifies the ideal experts and locates full text journal articles for medical malpractice lawyers.  
 
¡    LexisNexis publishes many of the world’s primary laws. Almost 4bn people around the world live outside the protection of the rule of law. We continue our collaboration with the United Nations to develop the Global Rule of Law Business Principles.  
 
¡    More than 4bn connections within the LexisNexis database are continually explored and updated to deliver the latest legal information via computer, tablet or smartphone.  
 
¡   

TolleyGuidance offers online access to the most up-to-date UK tax information, combining expert commentary with practical advice.

 

 

 

Serving customers in more than 130 countries, LexisNexis Legal & Professional provides resources and services that inform decisions, increase productivity and drive new business.

Revenues for the year ended 31 December 2015 were £1,443m, compared to £1,396m in 2014 and £1,567m in 2013. LexisNexis Legal & Professional is headquartered in New York and has principal operations in the New York area, Ohio and North Carolina in the US, Toronto in Canada, London and Paris in Europe, and cities in several other countries in Africa and Asia Pacific. It has 10,500 employees worldwide.

By destination, 68% of revenue in 2015 was derived from North America, 21% from Europe and the remaining 11% from the rest of the world. In 2015, 79% of the revenue came from subscription sales and 21% from transactional sales.

LexisNexis Legal & Professional is organised in market-facing groups. These are supported by global shared services organisations providing platform and product development, operational and distribution services, and other support functions.

In North America, electronic information solutions and innovative tools from Research Solutions help legal and business professionals make better informed decisions in the practice of law and in managing their businesses. Flagship products for legal research are Lexis.com and Lexis Advance, which provide federal and state statutes and case law, together with analysis and expert commentaries from sources such as Matthew Bender and Michie and the leading citation service Shepard’s, which advises on the continuing relevance of case law precedents. Research solutions also include news and business information, ranging from daily news to company filings, as well as public records information and analytics. LexisNexis also partners with law schools to provide services to students as part of their training.

In 2015, LexisNexis continued to release new versions of Lexis Advance, an innovative web application designed to transform how legal professionals conduct research. Built on the New Lexis advanced technology platform, Lexis Advance allows primary researchers within legal and professional organisations to find relevant information more easily and efficiently, helping to drive better outcomes. Future releases will continue to expand content and outreach and add new innovative tools. LexisNexis employs lawyers and trained editors with professional legal backgrounds who review, annotate and update the legal content to help ensure each document in the collection is current and comprehensive. This domain expertise combined with the application of the Group’s big data HPCC Systems technology means LexisNexis is able to update its entire legal collection faster and more efficiently, while also identifying and linking content, enabling customers to identify previously undiscovered relationships between documents.

New analytical tools and content sets are regularly introduced on Lexis Advance. For example, in 2015 LexisNexis launched new LexisNexis Practice Pages, which bring together solutions, authoritative legal and news sources, analysis and insights that are most relevant to specific practice areas or jurisdictions. LexisNexis also continued to enhance its web-based practical guidance product Lexis Practice Advisor, a tailored solution for attorneys who handle transactional matters. In addition, LexisNexis released Lexis Advance Quicklaw in the Canadian market in 2015.

 


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LexisNexis Business & Litigation Software Solutions provides law firms with practice management solutions, including time and billing systems, case management, cost recovery and document management services. Its litigation software provides lawyers with a suite of tools covering case preparation to processing and review to trial preparation. During 2015, LexisNexis released multiple enhancements for its existing portfolio of products including CounselLink, PCLaw, Sanction and Firm Manager.

In international markets outside the US, LexisNexis serves legal, corporate, government, accounting and academic markets in Europe, Canada, Africa and Asia Pacific with local and international legal, regulatory and business information. The most significant businesses are in the UK, France, Australia, Canada and South Africa.

LexisNexis focuses on providing customers with leading collections of content and innovative online solutions to help legaland business professionals make better decisions more efficiently. Adoption of online information services has grown strongly and electronic solutions now account for 67% of revenue outside the US.

In the UK, LexisNexis is a leading legal information provider offering an unrivalled collection of primary and secondary legislation, case law, expert commentary, and forms and precedents. Its extensive portfolio includes a number of leading brands: Halsbury’s, Tolleys and Butterworths. The content is delivered through multiple formats – from print to online to mobile apps and embedded in customers’ work practices.

In 2015, LexisNexis launched a new Public Law module for the UK LexisPSL product suite which provides lawyers with a single destination for their practical legal information needs with direct links to the relevant cases, legislation, precedents, forms, practical guidance and expert commentary.

In France, LexisNexis is a leading online provider of information to lawyers, notaries and courts. JurisClasseur and other leading

authoritative content is provided through multiple formats – lexisnexis.fr, mobile and in print. These content sources are, as in the UK, being combined with new content and innovative decision tools to develop practical guidance and practice management solutions. In 2015, LexisNexis France launched new versions and additional packages to enhance Lexis 360, the first online semantic search tool combining legal information, practical content and results from the web by providing tailored solutions for the public sector and the accounting markets.

Additional practical guidance solutions were launched in Canada, South Africa and Australia. Following the continued success of Lexis Advance in the US, LexisNexis successfully released its commercial offer of Lexis Advance in Australia in February 2015.

In 2015, LexisNexis Legal & Professional strengthened its positions in Asia by introducing products created specifically for legal professionals and practitioners, corporate counsels, legal researchers and government institutions in markets including India, China and Japan. New practical guidance modules were added to offerings in China, Hong Kong and Japan. LexisNexis also continued investing to broaden offerings in India, Singapore and other countries in the region.

Market opportunities

Longer-term growth in legal and regulatory markets worldwide is driven by increasing levels of legislation, regulation, regulatory complexity and litigation, and an increasing number of lawyers. Additional market opportunities are presented by the increasing demand for online information solutions, legal analytics and other solutions as well as practice management tools that improve the quality and productivity of research, deliver better legal outcomes and improve business performance. Notwithstanding this, legal activity and legal information markets are also influenced by economic conditions and corporate activity, as has been seen with the subdued environment in North America and Europe in the aftermath of the global recession.

 

 

 

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Strategic priorities

LexisNexis Legal & Professional’s strategic goal is to enable better legal outcomes and be the leading provider of productivity-enhancing information, analytics and information-based decision tools in its market. To achieve this, LexisNexis is focused on introducing next generation products and solutions on the global New Lexis platform and infrastructure; leveraging New Lexis globally to continue to drive print-to-electronic migration and long-term international growth; and upgrading operational infrastructure, improving process efficiency and gradually improving margins.

In the US, LexisNexis’ focus is on the continuing development of next generation legal research and practice solutions. It is also conducting a major upgrade in operations infrastructure and customer service and support platforms. This will provide customers with an integrated and superior experience across multiple products and solutions. Over the next few years, progressive product introductions, often based on the New Lexis platform, leveraging big data HPCC Systems technology, will combine advanced technology with enriched content, sophisticated analytics and applications to enable LexisNexis’ customers to make better legal decisions and drive better outcomes for their organisations and clients.

Outside the US, LexisNexis is focused on growing online services and developing further high-quality actionable content and decision tools, including the continuous development of practical guidance and practice management applications. In 2016, LexisNexis will continue to expand the New Lexis platform globally. Additionally, LexisNexis is focusing on the expansion of its activities in emerging markets.

Business model, distribution channels and competition

LexisNexis Legal & Professional products and services are generally sold directly to law firms and to corporate, government, accounting and academic customers on a paid subscription basis, with subscriptions with law firms often under multi-year contracts.

Principal competitors for LexisNexis in US legal markets are Westlaw (Thomson Reuters), CCH (Wolters Kluwer) and Bloomberg. In news and business information they are Bloomberg and Factiva (News Corporation). Competitors in litigation solutions also include software companies. Significant international competitors include Thomson Reuters, Wolters Kluwer and Factiva.

 

 

 

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2015 financial performance

 

        2015
£m
       2014
£m
       Underlying
growth
       Acquisitions/
disposals
       Currency
effects
       Total
growth
 

Revenue

       1,443           1,396           +1%           0%           +2%           +3%   

Adjusted operating profit

       274           260           +7%           -2%           0%           +5%   

 

Key trends were unchanged in 2015. Underlying revenue growth remained modest, with efficiency gains driving strong underlying operating profit growth and improved margins.

Underlying revenue growth was +1%. The difference between the reported and underlying growth rates reflects the impact of exchange rate movements and minor portfolio changes.

Underlying adjusted operating profit growth was +7%, and underlying costs reduced by 1%. The margin increase of 40 basis points reflects organic process improvement, and the ongoing decommissioning of systems, partially offset by small portfolio effects and currency movements.

Electronic revenues, which now account for 79% of the total, saw continued growth, partially offset by print declines.

US and European markets remained stable but subdued. In other international markets we continued to see good growth.

The roll-out of new platform releases in the US and international markets continued, and adoption and usage rates progressed well.

In 2015 we continued to support underlying growth through a number of small acquisitions and disposal of some minor assets.

2016 outlook

Trends in our major customer markets are unchanged, continuing to limit the scope for underlying revenue growth. We expect underlying profit growth to remain strong.

 

 

 

 

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Exhibitions

 

We operate the world’s leading exhibitions business, with over 500 events in more than 30 countries.

 

   
¡    Reed Exhibitions’ portfolio of exhibitions and conferences serves 43 industry sectors across the globe.
 
¡    In 2015, Reed Exhibitions brought together over 7m event participants, generating billions of dollars of business.
 
¡    Reed Exhibitions facilitates entry into new markets for customers and boosts local economies where our events are hosted.
 
¡   

We proactively connect participants at our events. Our digital services enable participants to make new contacts and meet face-to-face to do business.

 

 

Reed Exhibitions’ portfolio of events serves 43 industry sectors across the globe. In 2015, Reed Exhibitions brought together over 7m event participants from around the world, generating billions of dollars of business, facilitating entry into new markets for its customers and boosting the local economies where the events are hosted.

Revenues for the year ended 31 December 2015 were £857m compared to £890m in 2014 and £862m in 2013. Reed Exhibitions is a global business headquartered in London and has principal offices in Paris, Vienna, Norwalk (Connecticut), São Paulo, Mexico City, Abu Dhabi, Moscow, Beijing, Tokyo and Sydney. Reed Exhibitions has 3,800 employees worldwide.

In 2015, 20% of Reed Exhibitions’ revenue came from North America, 42% from Europe and the remaining 38% from the rest of the world on an event location basis.

Reed Exhibitions organises market-leading events which are relevant to industry needs, where participants from around the world meet face-to-face to do business, to network and to learn. Its events encompass a wide range of sectors. They include construction, cosmetics, electronics, energy and alternative energy, engineering, entertainment, gifts and jewellery, healthcare, hospitality, interior design, logistics, manufacturing, pharmaceuticals, real estate, recreation, security and safety, transport and travel.

Market opportunities

Growth in the exhibitions market is influenced both by business-to-business marketing spend and by business investment. Historically, these have been driven by levels of corporate profitability, which in turn has followed overall growth in GDP. Emerging markets and higher growth sectors provide additional opportunities. Reed Exhibitions’ broad geographical footprint allows it to effectively and efficiently capture growth opportunities globally as they emerge.

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Strategic priorities

Reed Exhibitions’ strategic goal is to understand and to respond to its customers’ evolving needs and objectives better than its competition through deep knowledge of its customers and the markets they serve.

Reed Exhibitions delivers a platform for industry communities to conduct business, to network and to learn through a range of market-leading events in all major geographic markets and higher growth sectors, enabling exhibitors to target and reach new customers quickly and cost-effectively.

Organic growth will be achieved by continuing to generate greater customer value through the intelligent application of customer knowledge and data, by developing new events, and by building out technology platforms to ensure the rapid deployment of innovation and best practices across the organisation. Reed Exhibitions is also shaping its portfolio through a combination of strategic partnerships and acquisitions in high-growth sectors and geographies, as well as by withdrawing from markets and industries with lower growth prospects over the longer-term.

Reed Exhibitions is committed to improving customer solutions and experience continuously by developing global technology platforms based on industry databases, digital tools and analytics. By providing a variety of services, including its integrated web platform, the company continues to drive up customer satisfaction. Increasingly, digital and multichannel services such as active matchmaking are becoming part of the customer expectation and product offering, enhancing the value delivered through attendance at the event. Using customer insights, Reed Exhibitions has developed an innovative product offering which underpins the value proposition for exhibitors by broadening their options in terms of the type and location of stand they take and the channels through which they can address potential buyers.

In 2015 Reed Exhibitions launched 44 new events. These included many events which delivered on the strategy of taking sector expertise, customer relationships and leading brands from one market and extending them into new geographies using local operational capability.

One of Reed Exhibitions’ best-known brands, Mipim, which serves the global real estate industry, built on the successful launch of a London edition in 2014 with Mipim Japan in Tokyo in 2015. Another brand, Maison&Objet, continued its geographic expansion strategy with the launch of Maison&Objet Americas in Miami.

With the opening of the new mega-venue in Shanghai, three existing brands were combined and re-launched as The Health Industry Summit, serving the complete value chain of the rapidly growing healthcare market in China.

Reed Exhibitions Japan also continued its successful launch programme, with the highlight being Medical Japan in Osaka which is positioned to cover the entire healthcare industry.

The business-to-consumer Pop Culture portfolio added again to its number of events with the launch of PAX South in Texas.

A number of targeted acquisitions and investments were completed during 2015. These included C-Touch in China (touchscreen technology and manufacturing), Bar Convent Berlin (hospitality), ThinkGP in Australia (online medical education), Jewelers International Showcase (US jewellery industry), CNP in the US (security industry) and Legend in the UK (retail industry). Thebe Reed invested in Africa Automation (industrial automation in South Africa).

 

 

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Business model, distribution channels and competition

Over 70% of Exhibitions’ revenue is derived from exhibitor fees, with the balance primarily consisting of admission charges, conference fees, sponsorship fees and online and offline advertising. Exhibition space is sold directly or through local agents where applicable. Reed Exhibitions often works in collaboration with trade associations, which use the events to promote access for members to domestic and export markets, and with governments, for whom events can provide important support to stimulate foreign investment and promote regional and national enterprise. Increasingly, Reed Exhibitions is offering visitors and exhibitors the opportunity to interact before and after the show through the use of digital tools such as online directories and matchmaking and mobile apps.

Reed Exhibitions is the global market leader in a fragmented industry, holding less than a 10% global market share. Other international exhibition organisers include UBM, Informa IIR and some of the larger German Messen, including Messe Frankfurt, Messe Düsseldorf and Messe Munich. Competition also comes from industry trade associations and convention centre and exhibition hall owners.

 

 

 

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2015 financial performance

 

        2015
£m
       2014
£m
       Underlying
growth
       Acquisitions/
disposals
       Currency
effects
       Total
growth
 

Revenue

       857           890           +5%           +1%           -5%           -4%   

Adjusted operating profit

       217           217           +2%           +3%           -5%           0%   

 

Exhibitions achieved strong underlying revenue growth in 2015, albeit slightly below the prior year, reflecting the macro economic environment.

Underlying revenue growth was +5%. After portfolio changes and five percentage points of cycling out effects, constant currency revenue growth was +1%. The difference between the reported and constant currency growth rates reflects the impact of exchange rate movements.

Underlying costs were 1% lower than prior year. Underlying adjusted operating profit growth was +2%. Margins were higher year on year, as total profit growth was slightly ahead of total revenue growth.

Growth in the US was strong, albeit slightly below prior year, and growth in Europe was moderate, marginally ahead of prior year. Growth in Japan remained strong, driven by new launches and strong demand across our events.

China continued to see differentiated growth rates by industry sector. Revenues in Brazil reflected the general weakness of the wider economy. Most other markets continued to grow strongly.

We continued to pursue growth opportunities and launched 44 new events and completed 10 small acquisitions, primarily in high growth geographies and sectors.

2016 outlook

We expect the 2015 underlying growth trends to continue. In 2016 we expect cycling in effects to increase the reported revenue growth rate by around 3 percentage points.

 

 

 

 

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Corporate

responsibility

 

 

 

  

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The Corporate Responsibility Report is an integral part of our Annual Reports and Financial Statements. This section highlights progress on our 2015 corporate responsibility objectives. You can read the full 2015 Corporate Responsibility Report at www.relx.com/go/CRReport

 

  


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Corporate responsibility

Corporate responsibility (CR) ensures good management of risks and opportunities, helps us attract and retain the best people and strengthens our corporate reputation. It means performing to the highest commercial and ethical standards and channelling our knowledge and strengths, as global leaders in our industries, to make a difference to society.

Consistent engagement with stakeholders, including shareholders, employees, governments and communities where we operate, helps us identify our material corporate responsibility issues. In addition, in 2015, we retained Carnstone to conduct an assessment by stakeholders of our key CR issues to ensure continued alignment with our non-financial objectives. The Boards of Directors, senior management and the Corporate Responsibility Forum oversee corresponding objectives and monitor performance against them.

 

 

We concentrate on the contributions we make as a business and on good management of the material areas that affect all companies:

 

1.    Our unique contributions

 

2.    Governance

 

3.    People

 

4.    Customers

 

5.    Community

 

6.    Supply chain

 

7.    Environment

 

1. Our unique contributions

We make a positive impact on society through our unique knowledge, resources and skills, including universal sustainable access to information, the advance of science and health, protection of society, promotion of the rule of law and justice, and fostering communities.

Scientific, Technical & Medical

Elsevier, the world’s leading provider of scientific, technical and medical information, plays an important role in advancing human welfare and economic progress through its science and health information, which spurs innovation and enables critical decision making. To broaden access to its content, Elsevier supports programmes where resources are often scarce. Among them is Research4Life, a partnership with UN agencies and approximately 200 publishers; we provide core and cutting-edge scientific information to researchers in more than 100 developing countries. As a founding partner and the leading contributor, Elsevier provides over a quarter of the material available in Research4Life, encompassing approximately 2,500 Elsevier journals and 18,900 e-books. In 2015, there were more than 5m Research4Life article downloads from ScienceDirect, an increase of 28% from 2014. The Elsevier Foundation continued to support scientific publishing in developing countries through Publishers without Borders, which allows Elsevier content specialists to spend a month working with researchers in Tanzania to increase their capabilities. During 2015, four more colleagues took part in this initiative. In the year, Elsevier produced Sustainability Science in a Global Landscape to coincide with the launch of the UN Sustainable Development Goals (SDGs) during the 70th UN General Assembly in September. It provides critical insights into global research underpinning the SDGs, including research output, citation impact, research collaboration and interdisciplinary research, catalysing a more informed dialogue between academics, civil society and policy makers on the best ways forward. A key finding is that while sustainability science is expanding at an annual growth rate of nearly 8% and attracts 30% more citations than other research fields on average, it comprises only 3% of global research output. It also identified opportunities for north–south collaboration as 76% of research is produced by high-income countries, while only 2% comes from low-income countries.

Risk & Business Analytics

Risk & Business Analytics tools and resources help protect society. Its employees created the Automated Delivery of Alerts on Missing Children (ADAM) programme, which assists in the safe recovery of missing children. Since launching in 2000, 155 children have been located, including 13 in 2015. In the year, LexisNexis Risk Solutions was selected as the Washington DC Police Foundation Public Safety Business Partner of the Year for helping to keep the capital region safe through its data analytics, data fusion and linking capabilities, which enhance crime investigation and prevention. LexisNexis Risk Solutions saved five US states an estimated $500m since June 2014 through fraud prevention services using its contributory database solutions to stop participation in more than one state’s Supplemental Nutrition Assistance (food stamps) programmes. Its Tax Refund Investigative Solution has averted approximately $500m in fraudulant tax refunds in 10 US states since its 2012 inception.

 


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During 2015, Risk & Business Analytics’ Community Care launched a knowledge and practice hub on Inform Children to help social workers tackle child neglect through detailed research. It provides in-depth information on key topics with research, advice and interactive practice tools, addressing the need for greater resources amid cuts in social care spending.

Legal

LexisNexis Legal & Professional promotes the rule of law and access to justice through its products and services. In the year, it continued to support legal infrastructure and access to justice in Myanmar. It also collaborated with the Attorney General’s Office in the Maldives to consolidate, translate and publish the laws of the Maldives and make them available in both printed and online formats to citizens and the international community. During the year, LexisNexis Legal & Professional and the International Justice Center for Postgraduate Development at Touro Law Center partnered on a new programme to help graduate attorneys support social justice. Participants in postgraduate programmes gain free one-year access to LexisNexis legal research services, allowing them to commence pro bono activities while establishing their first practice. LexisNexis Legal & Professional also contributed to the UN Global Compact’s (UNGC) Guide for General Counsel on Corporate Sustainability, which provides practical guidance to in-house counsel advancing corporate sustainability issues within their respective organisations, while also reinforcing the UNGC’s 10 Principles focused on human rights, labour, environment and anti-corruption.

Exhibitions

Reed Exhibitions’ events help strengthen communities and support our corporate responsibility focus areas. New York Comic Con, which attracted 167,000 attendees in 2015, supports the Comic Book Legal Defense Fund, a non-profit organisation protecting the rights of comics artists, publishers, retailers, librarians and fans. The show featured sessions on fighting censorship. Each year, World Travel Market, Reed Exhibitions’ flagship show for the travel and tourism industry, holds World Responsible Tourism Day. In 2015, the focus was on climate change in the lead-up to the UN COP21 climate talks in Paris. In addition to expert speakers, including Professor of Energy and Climate Change at the University of Manchester, Kevin Anderson, the day featured a senior industry debate on the travel industry’s role in limiting carbon emissions. Reed Exhibitions helped launch the new Promotional Product Service Institute (PSI) Sustainability Awards during the year to evaluate PSI members’ in-house initiatives, products and campaigns for their positive economic, environmental and social impacts.

Across RELX Group

In 2015, we supported the launch of Business for the Rule of Law, a global initiative led by the UNGC, which highlights the essential relationship between the rule of law and sustainable development, hosting 11 consultations, including in Australia, Canada, India, Malaysia, Myanmar, South Africa, Uganda, the UK and the US. The new framework provides a guide to businesses around the world in taking proactive, voluntary actions to support the rule of law in their everyday operations and relationships. It encourages businesses to go beyond compliance with legal minimum requirements. LexisNexis Legal & Professional, along with the Atlantic Council, provided the seeds of the initiative, which was introduced in September 2013 by UN Secretary-General Ban Ki-moon.

2015 marked the fifth year of the RELX Group Environmental Challenge and, in addition to awarding two new prizes, past winners were invited to develop collaboration projects. Among them CAWST, which was a 2012 winner for its project removing arsenic from drinking water in Nepal, will be partnering with Text to Change, which received funding in 2013 to allow citizens in Uganda to use their mobile phones to notify water utilities of faulty water points. They will collaborate on a year-long SMS campaign to disseminate useful information from CAWST’s water and sanitation training centre in Zambia to community health workers throughout the region.

Missing People is a UK charity focused on bringing missing children and adults back together with their families. The organisation uses Risk & Business Analytics tools, including Tracesmart, to help in the search. In the year, we joined the UK National Crime Agency’s Child Rescue Alert Development Board – supported by partners such as Missing People and Amber Alert Europe, which works across 14 European countries to protect endangered missing children – to help spread awareness of a new mobile text service that notifies police forces and members of the public when a child goes missing in a certain location. We have been exploring with Missing People and Amber Alert Europe how our big data expertise can further their work, including by adapting the poster alert service used in the US-based ADAM programme.

 

2015 OBJECTIVES        Progress

Support the

development and release of Business for the Rule of Law framework

      ¡   

Launched at United Nations Global Compact in June 2015

 

    ¡   

Led 11 global consultations, including in South Africa, Uganda, the UK and the US

 

    ¡    Co-ordinated World Bank briefing on
         the framework
Power of Research: five-year Environmental Challenge collaboration project       ¡    Two new projects under way between past winners: SMS campaign for community health workers in Zambia and an app for tracking use of Ecofiltro water filters in Guatemala

Big Data for Good: explore project to find missing children in

Europe

      ¡   

Scoping work with Missing People and Amber Alert Europe

 

    ¡    Joined UK National Crime Agency’s Child Rescue Alert Development Board to promote missing child text alert service for citizens and law enforcement agencies
 


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  2016 OBJECTIVES
   ¡    Universal, sustainable access to information: Establish process to ensure relief and other agencies gain access to relevant information during disasters and emergencies
   ¡    Advance of science and health: Launch of Innovations in Health Information programme
   ¡    Protection of society: Assist UNGC in promoting awareness and support for Business for the Rule of Law
   ¡    Promotion of the rule of law and access to justice: New tools and support in the search for missing children with key partners NCMEC, Missing People and Amber Alert Europe
   ¡    Fostering communities: Expand reach of World Travel Market’s World Responsible Tourism Day
  OUR FIVE-YEAR VISION

Use our products and expertise to advance the Sustainable Development Goals (SDGs), including:

   ¡    SDG3: Good health and well-being
   ¡    SDG4: Quality education
   ¡    SDG10: Reduced inequalities
   ¡    SDG13: Climate action

Create an SDG Resource Centre

2. Governance

Our Code of Ethics and Business Conduct (the Code) is disseminated to every employee and sets the standards for our corporate and individual conduct. In 2015, we revised the Code to describe our social media policy, include learning aids, increase interactivity and streamline wording. Among other topics, the Code continues to address fair competition, anti-bribery, conflicts of interest, employment practices, data protection and appropriate use of company property and information. It also encourages reporting of violations – with an anonymous reporting option – and prohibits retaliation. The Code incorporates the principles of the UNGC, particularly stressing our commitment to human rights. In accordance with the UN’s Guiding Principles on Business and Human Rights, we have considered where and how we operate and have concluded that there is low human rights risk in our direct employment activities (for more information on human rights see “Supply chain” on page 49).

All employees were given required training on the 2015 Code. This training is part of the compliance curriculum mandated for new hires and is reissued at regular intervals to ensure full understanding and acknowledgement of the Code and associated policies. Mandatory periodic training covers topics on anti-bribery, competition laws, protecting data and preventing workplace harassment, suplemented by in-person training for higher-risk roles.

Key elements of the Code and policies are reinforced throughout the year through general employee materials and messages targeted to special audiences such as managers and employees in high-risk roles or locations. In 2015, with a dedicated compliance communication director, weekly emails and regular articles have increased readership of compliance and governance materials, including a popular third series of security awareness videos.

Reports of violations of the Code or related policies are promptly investigated, with careful tracking and monitoring of violations and related mitigation and remediation efforts by our Compliance

Group. We train investigators to conduct employee relations, data security, financial misconduct and other relevant matters.

In 2015, we remained diligent in our ongoing efforts to ensure compliance with applicable bribery and sanctions laws. We also released a RELX Group-wide global Electronic Workplace Policy, expanding on the Code and replacing separate business policies in order to establish a common approach to the development and management of corporate policies. To that end, we also broadened intranet posting of policies for easier access to translated versions.

As a signatory to the UNGC and its principles, encompassing labour, environment, anti-corruption and human rights, we demonstrated leadership in 2015 by serving on the UNGC Advisory Group for the UK, the UNGC Supply Chain Advisory Group and the Caring for Climate Steering Group. We were also on the board of the Alliance for Water Stewardship on behalf of the UNGC CEO Water Mandate. We played a leadership role in the UNGC’s launch of Business for the Rule of Law and the Guide for General Counsel on Corporate Sustainability, and took part in the UNGC’s 15th anniversary events and the COP21 Caring for Climate Business Forum. UNGC peers judged our 2015 Communication on Progress, required of signatories each year, to have attained Advanced Level. In the year, we also served on the UN Secretary-General’s legal taskforce helping to consider the post-2015 Sustainable Development Goals.

We operate in accordance with our Tax Principles, which can be found at www.relx.com/go/taxprinciples. In 2015, the RELX Group global business paid £343m in corporate taxes. We are a responsible corporate taxpayer and conduct our tax affairs to ensure compliance with all laws and relevant regulations in the countries in which we operate. The Statement of Investment Principles for the Reed Elsevier Pension Scheme indicates that the extent to which social, environmental or ethical issues may have a financial impact on the portfolio, or may have a detrimental effect on the strength of the employer covenant, is taken into account when making investment decisions. CR issues are relevant to other investment decisions we make. Among our sustainable investments is Healthline, which helps more than 35m consumers every month to find, understand and manage healthcare information, with access to over 1bn web pages.

 

 

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2015 OBJECTIVES       Progress

Establish common approach to development and management of

corporate policies

      ¡     

Established standard approach for development and issuance of compliance and data privacy policies

 

    ¡      Improved intranet posting of compliance policies for easier access to all translated versions
New communication campaigns to supplement formal compliance training       ¡     

New weekly emails and regular articles have increased readership of compliance and governance materials

 

    ¡      Issued third series of entertaining security awareness videos, Restricted Intelligence
Continue to enhance trade sanctions and export controls compliance procedures and tools       ¡      Issued global policy and various related compliance tools and communications to increase employee awareness and simplify compliance efforts

 

  2016 OBJECTIVES
   ¡    Develop compliance plan for impending EU General Data Protection Regulations
   ¡    Implement enhanced email retention policy for improved consistency and efficiency
   ¡    Expand network of global compliance investigators
  OUR FIVE-YEAR VISION

Undertake consistent actions that reinforce excellence in corporate governance and compliance with all applicable legislation and our principles and policies

3. People

Our approximately 30,000 people are our strength. Our workforce is 52% female and 48% male, with an average length of service of eight years. There were 44% female and 56% male managers, and 31% female and 69% male senior operational managers.

 

              Female              Male  

Board of Directors

     3         30%         7         70%   
Senior operational managers*      137         31%         304         69%   

All employees**

     15,600         52%         14,400         48%   

* Senior operational managers are defined as those managers up to and including three reporting lines from the CEO

** Full-time equivalent

At year end 2015, women made up 30% of the members of the RELX Boards. The two Executive Directors on the Boards are male. The Nominations Committee considers the knowledge, experience and background of individual Board directors.

The Group’s Diversity and Inclusion (D&I) Statement (www.relx.com/go/Diversity) articulates our commitment to a diverse workforce and environment that respects individuals and their contributions, regardless of gender, race or other

characteristics. Our D&I Strategy is focused on translating the Statement into practical action. Among its commitments is maintaining a D&I Advisory Group composed of a senior business and HR leader from each business unit, supported by a broader D&I Working Group. We encourage affinity groups, such as women’s forums and pride groups, which facilitate support, mentoring and community involvement.

During 2015, we continued to take steps to embed inclusive leadership as a core management competency, engaging our heads of talent on a common definition and reviewing our competency frameworks across the company. We have also sought advice from outside experts, including at Columbia Business School.

CEO Erik Engstrom signed the Women’s Empowerment Principles (WEPs), a UNGC and UN Women initiative designed to help companies empower women and promote gender equality. In the year, we mapped our existing practices relative to the WEPs. Accordingly, Elsevier has begun working towards EDGE gender equality certification, which has involved employee surveys across eight countries and an external review of policies and procedures.

In 2015, we undertook our triennial global employee opinion survey. Globally, 85% of all employees shared their views, the highest response rate we have achieved to date. Combined results across the Group showed progress since the last survey in 2012 with increases in employee engagement, net promoter score (indicating an increased likelihood employees would recommend working for the company), confidence in the quality of our products and services, and innovation. Where results showed areas for improvement, they will be addressed by department, team and location.

Our employees have the right to a healthy and safe workplace as outlined in the Group’s Global Health and Safety Policy. We concentrate on areas of greatest risk – for example, warehouses, events and exhibitions. However, as a primarily office-based company, our key impact areas are manual handling, slips, trips and falls. To reduce our severity rate (lost days per 200,000 hours worked), we conduct risk assessments and work with a third party in the US to assign a nurse case manager to each complex or severe claim. There were 26 lost time reportable cases in the year (vs 25 in 2014).

In the US, where we have the largest concentration of employees, the CareConnect and REACH programmes promote workplace well-being through health screenings, online assessments, stress awareness training and smoking cessation courses, with financial incentives for participation. In 2015, several thousand calls were fielded by CareConnect and nearly 3,000 employees enrolled in personal health support programmes for assistance with concerns such as weight loss or diabetes prevention.

Our annual Fit2Win global wellbeing competition encourages employees to establish fitness teams to compete for cash prizes for charities of their choice. Across the Group, 95 teams took part and ran, walked, cycled and swam a total of 111,711 miles/179,781 km, a 25% increase in the total distance and 20% increase in the number of teams over 2014.

In November 2015, we held a global, week-long diabetes campaign featuring screenings, webinars, posters and special events. A total of 70 offices took part, covering 22,000 employees.

 


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2015 OBJECTIVES       Progress

Map internal practice against the UN Women’s

Empowerment

Principles

      ¡      Cross-business review; pursuit of EDGE gender certification programme
    ¡      Shared out mapping tool with WEPs leadership at the UNGC

Embed inclusive leadership as a core management

competency

    ¡     

Cross-business input into inclusive leadership definition

 

    ¡      Engagement of talent managers on inclusion in competency frameworks and business leadership programmes
        ¡      Insight from experts, including Columbia Business School

Targeted wellness campaign focused on avoiding/managing

diabetes

      ¡     

Focus on prevention of type 2 diabetes, primarily at locations where risk is higher

 

    ¡     

Campaign focused on small lifestyle changes with big impact

 

    ¡      Global activities on World Diabetes Day in November

 

2016 OBJECTIVES
 
¡       Expand diversity and inclusion employee resource groups
 
¡       Develop pilot mentoring programme
 
¡      

Increase awareness of mental health at work

 

OUR FIVE-YEAR VISION
 

Focus on talent development, diversity and inclusion, and well-being, to ensure a high-performing and satisfied workforce

 

4. Customers

In 2015, we surveyed more than 475,000 customers through Net Promoter Score (measuring customer advocacy) and business dashboard programmes. This allows us to deepen our understanding of their needs and further drives forward a customer-centric culture across the Group. Results were reviewed by the CEO and senior operational managers and communicated to staff. To aid colleagues who work with customers, during the year we widened our CR as a Sales Tool Working Group and continued to incorporate CR into customer-facing staff training with outreach to key sales and marketing teams. In addition, we shared our CR focus with key customer groups including law school students and firms.

Our cross-business Editorial Policy Working Group updated the Editorial Policy in 2015 for clarity and applicability across the company. We also added in reference to our commitment to universal, sustainable access to information. It will be translated into key languages and rolled out with a message from the Chief Legal Officer and Company Secretary in 2016.

We advanced our Quality First Principles (QFP) in the year, completing 23 QFP risk assessments, and identified senior quality champions for our business units. We consulted externally on the Principles and the risk assessment methodology that will

 

inform our thinking as we review them next year in anticipation of the first QFP internal audits.

We are committed to improving access to our products and services for all users, regardless of physical ability. Our Accessibility Policy was developed in 2013 to lead the industry in providing accessibility solutions to customers with products that are operable, understandable and robust. In 2015, members of the Accessibility Working Group logged 120 accessibility projects and Elsevier’s Global Books Digital Archive fulfilled more than 4,000 disability requests, 65% of them through AccessText.org, a service it helped establish. Developments in the year include a new online accessibility course for the benefit of all employees and a new intranet site dedicated to accessibility. We also launched a new baseline tool, the tiered model for accessibility, to prioritise accessibility features in our products in conjunction with the chief technology officers across the business. And we developed new compliance templates, including for the WCAG 2.0 global accessibility guidelines.

Our 2015 CR Forum Stakeholder Session involved over 125 attendees online and in person. It focused on data privacy and security, and featured a mix of internal and external contributors. Content was made available on our intranet and viewed by staff globally.

 

2015 OBJECTIVES       Progress

Customer engagement: sharing our CR

expertise webinar series

    ¡     

CR as a Sales Tool Working Group
widened

 

      ¡     

Presentations for customers including legal students and law firms

 

Conduct 10 Quality First Principles (QFP) risk assessments     ¡     

23 QFP risk assessments completed

 

    ¡     

Reviewed Principles and assessment criteria

 

      ¡      Network of QFP business unit contacts named
Develop baseline tool to determine accessibility requirements for new and existing sites     ¡     

Tiered product model for accessibility rolled out and championed by chief technology officers

 

      ¡      Developed several new compliance templates, including for WCAG 2.0

 

2016 OBJECTIVES
 
¡       Expand QFPs beyond content and data to other areas such as customer support
 
¡       New CR as a Sales Tool offerings, including video content
 
¡      

Hold 15 accessibility feedback sessions to engage people with disabilities

 

OUR FIVE-YEAR VISION
 

Increase our customer base across our four business units through active listening and engagement, and a focus on editorial and quality standards, and accessibility

 

 


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5. Community

RE Cares, our global community programme, supports employee and corporate engagement that makes a positive impact on society through volunteerism and giving. In addition to local initiatives of importance to employees, the programme’s core focus is on education for disadvantaged young people that advances one or more of our unique contributions as a business. Staff have up to two days’ paid leave per year for their own community work. We donated £3.1m in cash (including through matching gifts) and the equivalent of £13.7m in products, services and staff time in 2015. 37% of employees were engaged in volunteering through RE Cares and we reached more than 35,000 disadvantaged young people through time, in-kind and cash donations. In 2015, we developed an impact measurement tool adapted from LBG, a community investment network we have been a member of for 10 years, to record and assess the impact on beneficiaries and employees of our central initiatives.

A network of 212 RE Cares Champions (22 new Champions in 2015) ensures the vibrancy of our community engagement around the world. Each September, they hold RE Cares Month to celebrate our community focus and, in 2015, 80% of locations took part. Among them, Elsevier Operations organised a Global Day of Caring over 24 hours across seven time zones, while their colleagues in Rio de Janeiro created a library, with books donated by employees, in a favela only accessible by gondola lift. During RE Cares Month, we held our annual global book drive, yielding over 6,000 books for local and developing world readers, and announced the winners of the fifth Recognising Those Who Care Awards to highlight the exceptional contributions to RE Cares of 11 individuals and four RE Cares teams. Individual winners from across the business travelled to the Philippines with the Kapatid Kita Mahal Kita Foundation, a charity partner of our Philippines office over the last four years, which provides underprivileged children from the Payatas dumpsite community with scholarships and other educational support. The trip was led for the fifth time by Youngsuk “YS” Chi, Director of Corporate Affairs. Among the teams winning for exceptional community engagement were Risk & Business Analytics in Skokie, Illinois, which organised 41 volunteer programmes, collection drives and fundraising efforts over one year.

 

2015 OBJECTIVES       Progress
60% of locations taking part in RE Cares Month       ¡      80% of locations took part
Develop RE Cares impact measurement tool     ¡      Adapted LBG project assessment template to track impact criteria
        ¡     

Consultations with RE Cares Champions and community partners

 

 

2016 OBJECTIVES
 
¡       60% of RE Cares Champions supporting new global fundraising partnership
 
¡        Deploy project assessment template with feedback on key central initiatives
OUR FIVE-YEAR VISION
 

Use our unique contributions to advance education for disadvantaged young people; track the impact of community investment activities

 

6. Supply chain

We require our suppliers to meet the high standards we set for ourselves. Our Supplier Code of Conduct stipulates adherence to all laws and best practice in areas such as human rights, labour and the environment. Through our Socially Responsible Supplier (SRS) database, in 2015 we tracked 399 key suppliers and those we deem high risk according to the Carnstone Supplier Risk Tool. Developed for the Group, the tool incorporates eight indicators, including human trafficking information from the US State Department and Environmental Performance Index results produced by Yale and Columbia universities. The tracking list changes year on year based on the number of suppliers we do business with who meet the required criteria. We started 2015 with 57% of suppliers on the SRS tracking list as signatories to the Supplier Code and reached 88% by year end (11% of the total are suppliers who have provided internal codes in lieu, which we believe to be as stringent as our own). We have embedded signing the Supplier Code into our e-sourcing tool as a criterion for doing business with us, and have an additional 2,843 suppliers who have signed the Supplier Code.

Specialist supply chain auditors, Intertek, undertook 86 external audits of high-risk suppliers as part of their comprehensive Workplace Conditions Assessment and Corrective and Preventative Actions programme. Any incidence of non-compliance identified in the audit process triggers a corrective action plan agreed with the supplier, with remediation required on all issues.

The roll-out of our US Supplier Diversity programme continued in 2015 with efforts to increase the number of diverse suppliers invited to bid on relevant sourcing projects. The process has resulted in a $23.6m increase in spend with diverse suppliers. Feedback is provided to diverse suppliers after the competitive bidding process to improve their opportunities for development.

 

2015 OBJECTIVES       Progress
Increase core suppliers as signatories to the Code       ¡      95% of core suppliers as Code signatories
Enhance external Workplace Conditions Assessment tool with external review of Corrective Action Plan fulfilment       ¡      86 audits completed
Advance US Supplier Diversity and Inclusion programme       ¡     

$23.6m increase in spend with diverse suppliers

 

 

2016 OBJECTIVES
 
¡       Increase core suppliers as signatories to the Supplier Code
 
¡       Use Corrective and Preventative Actions tool to ensure continuous improvement in audit results
 
¡        Continue to advance US Supplier Diversity programme
OUR FIVE-YEAR VISION
 

Reduce risk by ensuring adherence to our Supplier Code of Conduct through training, auditing and remediation; strengthening supplier relationships through partnerships

 

 

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7. Environment

Our environmental targets reflect our performance and focus areas and can be found, along with full details, in the 2015 Corporate Responsibility Report at www.relx.com/go/CRReport.

In 2015, we purchased 50% of our electricity from renewable energy and Renewable Energy Certificates. We scored 98 (B) in the CDP Climate Change programme.

Our Environmental Champions network, employee-led Green Teams and engagement through networks such as the Publishers’ database for Responsible Environmental Paper Sourcing inform how we address our environmental impacts. Our Environmental Standards programme sets benchmark performance levels and inspires green competition between offices. In 2015, 90 sites (78% of key locations) achieved five or more standards and attained green status. The Chief Financial Officer wrote to all staff recognising their achievements on World Environment Day and also identified Green Heroes across the Group, nominated by their peers for their environmental efforts. The winner of the individual category chose to join a wildlife research expedition with Earthwatch in Arizona and Utah. Green Teams submitted environmental project ideas to engage staff and winners received funding to carry out their plans.

We are introducing new environmental targets for 2016-2020 – see the 2015 Corporate Responsibility Report. To align with them, we are updating our Environmental Standards. The Enhanced Environmental Standards, effective in 2016, set more difficult performance levels to support achievement of the global targets. We expect the number of locations achieving five or more standards to decrease substantially as each site implements plans to achieve the more challenging goals.

We have a positive environmental impact through our environmental products and services, which spread good practice, encourage debate and aid researchers and decision makers. The most recent results from the independent Market Analysis System show that our share of citations in environmental science represented 39% of the total market, and 74% in energy and fuels. Elsevier colleagues launched the Green and Sustainable Chemistry Challenge in 2015 to encourage the development of novel and sustainable chemistry processes, products and resources suitable for use in developing countries; the first-prize winner will be awarded 50,000, and the second-prize winner will receive 25,000. Priority is given to projects that are scalable and practical and to those that reduce hazardous substances and promote more sustainable use of resources. Winners will be chosen in 2016 by a panel of expert judges.

In the year we conducted a multi-stakeholder consultation on our new global environmental targets, using a science-based approach to calculate our required carbon reductions. The new targets include a commitment to certify 50% of the business against the ISO 14001 environmental management system standard.

 

2015 OBJECTIVES       Progress

Consultation on new

environmental targets with key stakeholders

    ¡     

Online survey to gather feedback from employees, suppliers, government, investors and NGOs

 

      ¡      In-depth interviews with key stakeholders
50% of electricity from renewable energy or Renewable Energy Certificates       ¡      Achieved through purchase of European green tariff and US Green-e certified Renewable Energy Certificates
75% of key locations to achieve five or more Group Environmental Standards       ¡      78% of key locations achieved five or more Environmental Standards

 

2016 OBJECTIVES
 
¡       Embed new environmental targets with key stakeholders
 
¡       Purchase renewable electricity equal to 60% of global consumption
 
¡        25% of locations to achieve five or more new Environmental Standards
OUR FIVE-YEAR VISION
 

Meet our five-year environmental targets that will contribute to keeping global average climate warming to below two degrees Celsius; help others do so through our environmental content and services

 

 


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2015 ENVIRONMENTAL PERFORMANCE                       
     Absolute performance    

Intensity ratio

(Absolute/revenue £m)

 
     2015     variance     2014     2015     variance     2014  
Scope 1 (direct emissions) tCO 2 e     7,446        -17%        8,932        1.25        -19%        1.55   
Scope 2 (gross electricity and heat) tCO 2 e     95,947        -12%        109,129        16.07        -15%        18.90   
Total energy (MWh)     207,093        -7%        222,658        34.68        -10%        38.57   
Office energy (MWh)     101,228        -11%        113,232        16.95        -14%        19.61   
Water (m 3 )     337,645        -2%        343,661        56.55        -5%        59.53   

Waste diverted from landfill

(%)*

    75%        5%pts        70%        0.95        -20%        1.19   
Production paper (t)     51,285        -2%        52,163        8.59        -5%        9.04   
TARGETS                   
Focus area     Key performance indicators   Target
2010/15
    Achievement
to date
 

Climate

change

  Scope 1 intensity (direct emissions)     -20%       

 

-42%

Achieved

  

  

    Scope 2 intensity (gross electricity and heat)     -10%       

 

-34%

Achieved

  

  

Energy

  Office energy use intensity     -20%       

 

-36%

Achieved

  

  

  Percentage of electricity from renewables or Renewable Energy Certificates     50%       

 

50%

Achieved

  

  

    Average data centre Power Usage Effectiveness (PUE)     1.69       
 
1.65
Achieved
  
  

Water

  Percentage of key locations achieving 10 m 3 of water per person per year     100%       

 
 

96%

One location
not achieved

  

  
  

Waste

  Waste diverted from landfill     75%       

 

75%

Achieved

  

  

 

* Intensity metric shows tonnes of waste diverted from landfill/£m revenue

We have reported on all emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. We have included emissions from all operating companies within the Group.

We have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) and the data has been assured by an independent third party, EY. Details on methodology and the assurance statement can be viewed in the 2015 Corporate Responsibility Report at www.relx.com/go/CRReport.

 

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Table of Contents
54    RELX Group     Annual reports and financial statements 2015

 

    

 

Chief Financial Officer’s report

 

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Nick Luff

Chief Financial Officer

 

 

Capital discipline and financial stewardship are important to the Group for the benefit of shareholders. In 2015, we maintained the trends in financial performance that have been delivered in recent years. At constant currencies, adjusted earnings per share grew by 8%. Cash generation was robust and our balance sheet remains strong, with Return on Invested Capital of 12.7%.

 

Revenue

Growth of underlying revenue was 3%, with all four market segments contributing to underlying growth. The underlying growth rate reflects good growth in electronic and face-to-face revenues, partially offset by continued print revenue declines.

SOURCES OF 2015 REVENUE GROWTH

 

YEAR TO 31 DECEMBER    £m        Change  

2014 revenue

     5,773        

Underlying growth

     166           +3%   

Exhibition cycling

     (38        -1%   

Acquisitions

     101           +2%   

Disposals

     (95        -2%   

Currency effects

     64           +1%   

2015 revenue

     5,971           +3%   

Underlying revenue growth rates are calculated at constant currencies. They exclude revenues from biennial and other cycling shows in exhibitions, and revenues from businesses acquired and disposed of in both the year and prior year, and revenues from assets held for sale.

Exhibition cycling effects reduced the Group’s revenue growth by 1%. Acquisitions contributed 2% to revenue growth, offset by disposals which reduced revenue growth by 2%. The impact of currency movements was to increase revenue by 1%, principally due to the strengthening of the US dollar, on average, against sterling during 2015, partly offset by the decline in the value of the euro. Reported revenue, including the effects of exhibition cycling, portfolio changes and currency movements, was £5,971m (2014: £5,773m), up 3%.

Profit

Underlying adjusted operating profit grew ahead of revenue at 5%, reflecting the benefit of tight cost control across the Group.

SOURCES OF 2015 PROFIT GROWTH

 

YEAR TO 31 DECEMBER    £m        Change  

2014 adjusted operating profit

     1,739        

Underlying growth

     90           +5%   

Acquisitions

     14           +1%   

Disposals

     (14        -1%   

Currency effects

     (7        -   

2015 adjusted operating profit

     1,822           +5%   

Underlying operating profit growth rates are calculated at constant currencies. They exclude operating results from businesses acquired and disposed of in both the year and prior year, and operating results from assets held for sale.

Acquisitions and disposals had no net impact on adjusted operating profit. Currency effects reduced adjusted operating profit by less than 1%. Total adjusted operating profit, including the impact of acquisitions and disposals and currency effects, was £1,822m (2014: £1,739m), up 5%.

 

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Financial review     Chief Financial Officer’s report   55

 

    

 

 

Profit continued

 

       

2015

£m

      

2014

£m

       Change       

Change

at constant

currencies

      

Change

underlying

 

Adjusted figures

                        

Revenue

       5,971           5,773           +3%           +2%           +3%   

Operating profit

       1,822           1,739           +5%           +5%           +5%   

Operating margin

       30.5%           30.1%                  

Profit before tax

       1,669           1,592           +5%           +6%        

Net profit

       1,275           1,213           +5%           +6%        

Net margin

       21.4%           21.0%                  

Cash flow

       1,712           1,662           +1%           +3%        

Cash flow conversion

       94%           96%                  

Return on invested capital

       12.7%           12.8%                  

Adjusted earnings per share

       60.5p           56.3p           +7%           +8%        

Adjusted earnings per share (euro)

       €0.835           0.698           +20%           +8%              

RELX Group uses adjusted and underlying figures as additional performance measures. Adjusted figures primarily exclude the amortisation of acquired intangible assets and other items related to acquisitions and disposals, and the associated deferred tax movements. Reconciliations between the reported and adjusted figures are set out on pages 56, 58, 102 and 116. Underlying growth rates are calculated at constant currencies, and exclude the results of acquisitions and disposals made in both the year and prior year and of assets held for sale. Underlying revenue growth rates also exclude the effects of exhibition cycling. Constant currency growth rates are based on 2014 full-year average and hedge exchange rates.

 

Underlying operating costs were up 1%, reflecting investment in global technology platforms and the launch of new products and services, partly offset by continued process innovation. Actions were taken across our businesses to improve cost-efficiency. Total operating costs, including the impact of acquisitions, disposals and currency effects increased by 3%.

In November 2015, the Netherlands pension scheme, together with all associated assets and liabilities, was transferred into an industry-wide collective scheme. This collective scheme is a defined contribution pension plan, with no deficit or surplus recognised on the balance sheet. The transfer of the scheme, and other smaller changes to the terms of the UK defined benefit pension plan, resulted in settlement and past service credits of £61m recognised within adjusted operating profit. This gain was largely offset by a one-off sales tax charge in the US and other costs relating to business reorganisation.

The overall adjusted operating margin of 30.5% was 0.4 percentage points higher than in the prior year. On an underlying basis, the margin improved by 0.9 percentage points, offset by a 0.5 percentage point decrease from currency effects. Portfolio effects had no net impact on the operating margin.

Interest expense, excluding the net pension financing charge, was £153m (2014: £147m). The increase primarily reflects higher net

borrowings and currency translation effects partly offset by a lower average interest rate.

Adjusted profit before tax was £1,669m (2014: £1,592m), up 5%.

The adjusted effective tax rate on adjusted profit before tax was 23.2%, slightly lower than the prior year rate of 23.5%. The adjusted effective tax rate excludes movements in deferred taxation assets and liabilities related to goodwill and acquired intangible assets, but includes the benefit of tax amortisation where available on those items. The adjusted effective tax rate has been relatively stable over the past five years and is expected to remain around the 2015 rate. Adjusted operating profits and taxation are grossed up for the equity share of taxes in joint ventures. The application of tax law and practice is subject to some uncertainty and amounts are provided in respect of this. Discussions with tax authorities relating to cross-border transactions and other matters are ongoing. Although the outcome of open items cannot be predicted, no significant impact on profitability is expected.

The adjusted net profit attributable to shareholders of £1,275m (2014: £1,213m) was up 5%. Adjusted earnings per share were up 7% at 60.5p (2014: 56.3p) when expressed in sterling and 20% at 0.835 (2014: 0.698) when expressed in euros. At constant rates of exchange, adjusted earnings per share increased by 8%.

 

 

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56    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

Cash flows

Adjusted cash flow was £1,712m (2014: £1,662m), up 3% compared with the prior year and at constant currencies. The rate of conversion of adjusted operating profit to adjusted cash flow was 94% (2014: 96%).

CONVERSION OF ADJUSTED OPERATING PROFIT INTO CASH

 

YEAR TO 31 DECEMBER    2015
£m
     2014
£m
 

Adjusted operating profit

     1,822         1,739   

Capital expenditure

     (307      (270

Depreciation and amortisation of internally developed intangible assets

     228         237   

Working capital and other items

     (31      (44

Adjusted cash flow

     1,712         1,662   

Cash flow conversion

     94%         96%   

Capital expenditure was £307m (2014: £270m), including £242m (2014: £203m) in respect of capitalised development costs. This reflects sustained investment in new products and related infrastructure, particularly in Legal and in Scientific, Technical & Medical. Depreciation and the amortisation of internally developed intangible assets was £228m (2014: £237m). Capital expenditure was 5.1% of revenue (2014: 4.7%). Depreciation and amortisation was 3.8% of revenue (2014: 4.1%).

Tax paid, excluding tax relief on acquisition-related costs and on disposals, of £364m (2014: £363m) was in line with the prior year. Interest paid was £132m (2014: £126m).

Payments made in respect of acquisition-related costs amounted to £45m (2014: £27m).

Free cash flow before dividends was £1,186m (2014: £1,156m). Ordinary dividends paid to shareholders in the year, being the 2014 final and 2015 interim dividends, amounted to £583m (2014: £565m). Free cash flow after dividends was £603m (2014: £591m).

RECONCILIATION OF CASH GENERATED FROM OPERATIONS TO ADJUSTED CASH FLOW

 

YEAR TO 31 DECEMBER    2015
£m
     2014
£m
 

Cash generated from operations

     1,882         1,851   

Dividends received from joint ventures

     57         44   

Purchases of property, plant and equipment

     (65      (67

Expenditure on internally developed intangible assets

     (242      (203

Payments in relation to acquisition-related costs/other

     79         27   

Proceeds from disposals of property, plant and equipment

     1         10   

Adjusted cash flow

     1,712         1,662   

 

FREE CASH FLOW

 

YEAR TO 31 DECEMBER    2015
£m
     2014
£m
 

Adjusted cash flow

     1,712         1,662   

Interest paid

     (132      (126

Tax paid

     (364      (363

Acquisition-related costs*

     (30      (17

Free cash flow before dividends

     1,186         1,156   

Ordinary dividends

     (583      (565

Free cash flow post dividends

     603         591   

* Including cash tax relief.

Total consideration on acquisitions completed in the year was £171m (2014: £385m). Cash spent on acquisitions was £207m (2014: £437m), including deferred consideration of £25m (2014: £34m) on past acquisitions and spend on venture capital investments of £16m (2014: £6m) . No cash was spent on the acquisition of non-controlling interests during the year (2014: £15m), and there were no borrowings in acquired businesses (2014: £20m).

Total consideration for the disposal of non-strategic assets in 2015 was £73m (2014: £74m), including £1m (2014: £10m) in respect of freehold properties. Net cash received after timing differences and separation and transaction costs was £34m (2014: £53m). Net tax recovered in respect of disposals was £6m (2014: £5m).

Share repurchases by the parent companies in 2015 were £500m (2014: £600m), with a further £100m repurchased in 2016 as at 24 February. In addition, the Employee Benefit Trust purchased shares of the parent companies to meet future obligations in respect of share based remuneration totalling £23m (2014: £39m). Proceeds from the exercise of share options were £24m (2014: £45m).

RECONCILIATION OF NET DEBT YEAR-ON-YEAR

 

YEAR TO 31 DECEMBER   

2015

£m

    

2014

£m

 

Net debt at 1 January

     (3,550      (3,072

Free cash flow post dividends

     603         591   

Net disposal proceeds

     34         53   

Acquisition cash spend

     (207      (437

Share repurchases

     (500      (600

Purchase of shares by the Employee
Benefit Trust

     (23      (39

Other*

     (20      33   

Currency translation

     (119      (79

Movement in net debt

     (232      (478

Net debt at 31 December

     (3,782      (3,550

* Cash tax relief on disposals, distributions to non-controlling interests, pension deficit payments, finance leases, and share option exercise proceeds.

Funding

Debt

Net borrowings at 31 December 2015 were £3,782m, an increase of £232m since 31 December 2014. The majority of borrowings are denominated in US dollars and the weakening of sterling against the dollar during 2015 resulted in higher net borrowings when

 


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translated into sterling. Excluding currency translation effects, net borrowings increased by £113m. Expressed in US dollars, net borrowings at 31 December 2015 were $5,573m, an increase of $41m.

Gross borrowings at 31 December 2015 amounted to £3,902m (2014: £3,825m). The fair value of related derivative liabilities was £2m (2014: £1m). Cash and cash equivalents totalled £122m (2014: £276m). In aggregate, these give the net borrowings figure of £3,782m (2014: £3,550m).

The effective interest rate on gross borrowings was 3.8% in 2015, down from 4.2% in the prior year. As at 31 December 2015, gross borrowings had a weighted average life remaining of 4.7 years and a total of 50% of them were at fixed rates, after taking into account interest rate derivatives.

The ratio of net debt to 12-month trailing EBITDA (adjusted earnings before interest, tax, depreciation and amortisation) was 1.8x (2014: 1.7x). Incorporating the capitalisation of operating leases and the net pension deficit, in line with the approach taken by the credit rating agencies, the ratio was 2.2x (2014: 2.3x).

Liquidity

In June 2015, the second and final one-year extension option was exercised on the $2.0bn committed bank facility, taking the maturity to July 2020. This back-up facility provides security of funding for short-term debt. At 31 December 2015, this facility was undrawn.

In May 2015, 600m of euro denominated fixed rate term debt with a coupon of 1.30% and a maturity of ten years was issued and swapped into $669m of floating rate US dollar debt on issue.

The Group has ample liquidity and access to debt capital markets, providing the ability to repay or refinance borrowings as they mature and to fund ongoing requirements.

Invested capital and returns

Net capital employed was £7,236m at 31 December 2015 (2014: £6,851m), an increase of £385m. The carrying value of goodwill and acquired intangible assets increased by £144m, reflecting the strengthening of the dollar against sterling and acquisitions in 2015, partly offset by the annual amortisation charge and divestments. An amount of £111m was capitalised in the year in respect of acquired intangible assets and £100m was recorded as goodwill.

 

SUMMARY BALANCE SHEET

 

AS AT 31 DECEMBER    2015
£m
     2014
£m
 

Goodwill and acquired intangible assets*

     7,509         7,365   

Internally developed intangible assets*

     878         780   

Property, plant and equipment* and investments

     471         464   

Net assets/(liabilities) held for sale

     6         (2

Net pension obligations

     (384      (632

Working capital

     (1,244      (1,124

Net capital employed

     7,236         6,851   

* Net of accumulated depreciation and amortisation.

Development costs of £242m (2014: £203m) were capitalised within internally developed intangible assets, most notably investment in new products and related infrastructure in the Legal and Scientific, Technical & Medical businesses.

Net pension obligations, i.e. pension obligations less pension assets, decreased to £384m (2014: £632m). There was a deficit of £189m (2014: £439m) in respect of funded schemes, which were on average 95% funded at the end of the year on an IFRS basis. The lower deficit reflects the transfer of the scheme in the Netherlands to an industry-wide collective scheme and actuarial gains in the UK reflecting scheme experience.

The post-tax return on average invested capital in the year was 12.7% (2014: 12.8%). As a signficiant proportion of our goodwill and intangible assets are held in US dollars, the strengthening of the dollar compared to the prior year has reduced the return on average invested capital. Excluding currency effects, return on invested capital would have increased to 13.4%.

RETURN ON INVESTED CAPITAL

 

AS AT 31 DECEMBER   

2015

£m

    

2014

£m

 

Adjusted operating profit

     1,822         1,739   

Tax at effective rate

     (424      (409

Effective tax rate

     23.2%         23.5%   

Adjusted operating profit after tax

     1,398         1,330   

Average invested capital*

     10,995         10,393   

Return on invested capital

     12.7%         12.8%   

* Average of invested capital at the beginning and the end of the year, retranslated at 2015 average exchange rates. Invested capital is calculated as net capital employed, adjusted to add back accumulated amortisation, impairment of acquired intangible assets and goodwill and to exclude the gross up to goodwill in respect of deferred tax.

 

 

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58    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

 

Reported figures

 

       
        2015
£m
       2014
£m
       Change  

Reported figures

              

Revenue

       5,971           5,773           +3%   

Operating profit

       1,497           1,402           +7%   

Profit before tax

       1,312           1,229           +7%   

Net profit

       1,008           955           +6%   

Net margin

       16.9%           16.5%        

Net borrowings

       3,782           3,550              

Reported operating profit, after amortisation of acquired intangible assets and acquisition-related costs, was £1,497m (2014: £1,402m).

The amortisation charge in respect of acquired intangible assets, including the share of amortisation in joint ventures, increased to £296m (2014: £286m), primarily reflecting currency effects, partially offset by certain assets becoming fully amortised. Acquisition-related costs were £35m (2014: £30m).

Reported net finance costs of £174m (2014: £162m) include a charge of £21m (2014: £15m) in respect of the defined benefit pension schemes. Net pre-tax disposal losses were £11m (2014: £11m) arising largely from the sale of certain Legal and Risk & Business Analytics businesses. These losses are offset by an associated tax credit of £13m (2014: £3m charge).

The reported profit before tax was £1,312m (2014: £1,229m).

RECONCILIATION OF ADJUSTED AND REPORTED PROFIT BEFORE TAX

 

YEAR TO 31 DECEMBER      2015
£m
     2014
£m
 

Adjusted profit before tax

       1,669         1,592   

Amortisation of acquired intangible assets

       (296      (286

Acquisition-related costs

       (35      (30

Reclassification of tax in joint ventures

       6         (21

Net pension financing charge

       (21      (15

Disposals and other non-operating items

       (11      (11

Reported profit before tax

       1,312         1,229   

The reported tax charge was £298m (2014: £269m). The reported net profit attributable to the parent companies’ shareholders was £1,008m (2014: £955m ).

RECONCILIATION OF ADJUSTED AND REPORTED TAX CHARGE

 

YEAR TO 31 DECEMBER      2015
£m
     2014
£m
 

Adjusted tax charge

       (388      (374

Tax on disposals and other non-operating items

       13         (3

Deferred tax credits from intangible assets

       70         74   

Other items

       7         34   

Reported tax charge

       (298      (269

Reported earnings per share and dividends

 

RELX PLC     

2015

£m

      

2014

£m

       Change  

Reported earnings per share

       46.4p           43.0p           +8%   

Ordinary dividend per share

       29.7p           26.0p           +14%   
RELX NV      €m        m            

Reported earnings per share

     0.682         0.568           +20%   

Ordinary dividend per share

     0.403         0.383           +5%   

The reported earnings per share for RELX PLC was up 8% at 46.4p (2014: 43.0p) and for RELX NV was up 20% at 0.682 (2014: 0.568).

The final dividends proposed by the respective Boards are 22.3p per share for RELX PLC and 0.288 per share for RELX NV, 17% and 1% higher respectively compared with the prior year final dividends. This gives total dividends for the year of 29.7p (2014: 26.0p) and 0.403 (2014: 0.383). The difference in growth rates in the final dividends, and the in earlier interim dividends, reflects changes in the euro:sterling exchange rate since the respective prior year dividend announcement dates. The final dividend has also been impacted by changes in UK tax legislation, as outlined below.

Until the end of 2015 the equalisation of dividends between RELX PLC and RELX NV took into account the prevailing tax credit that was available to certain UK taxpayers at that time. The tax credit was also taken into account in the determination of reported earnings per share. The UK government has announced that dividend tax credits will be abolished with effect from 6 April 2016, impacting dividends paid after this date. As a result of the abolition of this tax credit, from 2016 reported earnings per share will have the same value for each RELX PLC and RELX NV share.

Dividend cover, based on adjusted earnings per share and the total interim and proposed final dividends for the year, is 2.0 times (2014: 2.2x) for RELX PLC and 2.1 times (2014: 1.8x) for RELX NV. The dividend policy of the parent companies is, subject to currency considerations, to grow dividends broadly in line with adjusted earnings per share while maintaining dividend cover (being the number of times the annual dividend is covered by the adjusted earnings per share) of at least two times over the longer-term.

During 2015, a total of 45.8m RELX PLC and RELX NV shares, adjusted to reflect the bonus issue of RELX NV shares declared on 30 June 2015, were repurchased. Total consideration for these repurchases was £500m. A further 0.9m RELX PLC shares and 0.8m RELX NV shares were purchased by the Employee Benefit Trust. During 2015, 31.5m RELX PLC shares held in treasury were cancelled. As at 31 December 2015, total shares in issue for RELX Group, net of shares held in treasury and shares held by the Employee Benefit Trust, amounted to 2,091.9m; represented by 1,106.6m RELX PLC shares and 985.3m RELX NV shares. A further 4.6m RELX PLC shares and 4.1m RELX NV shares have been repurchased in 2016 as at 24 February.

 


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Distributable reserves

As at 31 December 2015, the parent companies RELX PLC and RELX NV each had distributable reserves of over £1.4bn ( 1.9bn). In line with respective legislation in the UK and the Netherlands, distributable reserves are derived from the non-consolidated parent company balance sheets. The move from UK GAAP to FRS 101 has not impacted the reserves of either company. The consolidated Group reserves reflect adjustments such as the amortisation of acquired intangible assets that are not taken into account when calculating distributable reserves.

Further information on the distributable reserves of RELX PLC and RELX NV can be found in the parent company financial statements on pages 153 and 162 respectively.

Accounting policies

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the European Union and as issued by the International Accounting Standards Board following the accounting policies shown in the notes to the financial statements on pages 101 to 140. The accounting policies and estimates which require the most significant judgement relate to the valuation of goodwill and intangible assets, the capitalisation of development costs, taxation and accounting for defined benefit pension schemes. Further detail is provided in the accounting policies on pages 99 to 100 and in the relevant notes to the accounts.

Tax principles

Taxation is an important issue for us and our stakeholders, including our shareholders, governments, customers, suppliers, employees and the broader, global communities in which we operate. For this reason, we operate in accordance with our Tax Principles, which can be found on our website at www.relx.com/go/taxprinciples.

In summary, we maintain an open dialogue with tax authorities, and are vigilant in ensuring that we comply with current tax legislation. We have clear and consistent tax policies and tax matters are dealt with by a professional tax function, supported by external advisers. We proactively seek to agree arms-length pricing with tax authorities to mitigate tax risks of significant cross-border operations where this is available. We actively engage with policy makers, tax administrators, industry bodies and international institutions to provide informed input on proposed tax measures, so that we and they can understand how those proposals would affect our businesses. In addition, we participate in consultations with the Organisation for Economic Co-operation and Development (“OECD”), European bodies and the United Nations.

Treasury policies

The main treasury risks faced by the Group are liquidity risk, interest rate risk, foreign currency risk and credit risk.

The Boards of RELX PLC, RELX NV and RELX Group plc agree overall policy guidelines for managing each of these risks. A summary of these policies is provided in note 19 to the financial statements on pages 125 to 129. Financial instruments are used to finance the RELX Group businesses and to hedge transactions. The Group’s businesses do not enter into speculative transactions.

Capital and liquidity management

The capital structure is managed to support the Group’s objective of maximising long-term shareholder value through appropriate security of funding, ready access to debt and capital markets, cost-effective borrowing and flexibility to fund business and acquisition opportunities while maintaining appropriate leverage to ensure an efficient capital structure.

Over the long-term, the Group seeks to maintain cash flow conversion of 90% or higher and credit metrics that are consistent with a solid investment grade credit rating. The typical credit metrics are net debt to EBITDA, on a pensions and lease adjusted and on an unadjusted basis, and free cash flow as percentage of net debt.

The Group’s uses of free cash flow over the longer-term balance the dividend policy, selective acquisitions and share repurchases, while retaining the balance sheet strength to maintain access to cost-effective sources of borrowing. Further detail on the Group’s capital and liquidity management is provided on page 125.

Corporate responsibility

We attach equal importance to assessing our non-financial performance as we do in reviewing the other aspects of our business activity. The social and environmental metrics that appear in this report, and in the companion 2015 Corporate Responsibility Report, have been calculated using robust methodologies aligned with best practice. Environmental and health and safety data has been assured by EY.

Nick Luff

Chief Financial Officer

 

 

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60    RELX Group     Annual reports and financial statements 2015

 

    

 

Principal risks

 

The Group has established risk management practices that are embedded into the operations of the businesses, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). The principal risks facing the business, which have been considered by the Audit Committees and Boards, are described below. While our process is robust and includes consideration of risks that would threaten the Group’s business models and its solvency, it is not possible to identify every risk that could affect our businesses, and the actions taken to mitigate the risks described below cannot provide absolute assurance that a

risk will not materialise and/or adversely affect our business or financial performance. Our risk management and internal control processes are described in the Corporate Governance section. A description of the business and a discussion of factors affecting performance is set out in the Chief Executive Officer’s report and Business Review. Financial risks are discussed in the Chief Financial Officer’s report and in note 19 to the consolidated financial statements. Our approach to managing environmental and other non-financial risks is set out in the Business Review and the separate Corporate Responsibility Report.

 

 

 

 

EXTERNAL RISKS

 

Risk    Description and impact    Mitigation
Economy and market conditions    Demand for our products and services may be impacted by factors such as the economic environment in the US, Europe and other major economies, and levels of government funding.    Our businesses are focused on professional markets which have generally been more resilient in periods of economic downturn. We deliver information solutions and analytics, mostly on a subscription basis, which are important to our customers’ effectiveness and efficiency. We have extended our position in long-term global growth markets through organic new launches supported by selective acquisitions. We continue to dispose of businesses that no longer fit our strategy.
     
Intellectual property rights    Our products and services include and utilise intellectual property. We rely on trademark, copyright, patent and other intellectual property laws to establish and protect our proprietary rights in this intellectual property. There is a risk that our proprietary rights could be challenged, limited, invalidated or circumvented which may impact demand for and pricing of our products and services.    We actively engage in developing and promoting the legal protection of intellectual property rights. Our subscription contracts with customers contain provisions regarding the use of intellectual property. We are vigilant as to the use of our products and services and, as appropriate, take legal action to challenge illegal distribution sources.
     
Data resources    A number of our businesses rely extensively upon content and data from external sources. Data is obtained from public records, governmental authorities, customers and other information companies, including competitors. The disruption or loss of data sources, either because of changes in the law or because data suppliers decide not to supply them, could adversely affect our products and services.    We seek as far as possible to have proprietary content and data. Where data is supplied to us by third parties, we aim to have contracts which provide mutual commercial benefit. We also maintain an active dialogue with regulatory authorities on privacy and other data-related issues, and promote, with others, the responsible use of data.
     
Paid subscriptions    Our Scientific, Technical & Medical (STM) primary research content, like that of most of our competitors, is sold largely on a paid subscription basis. There is continued debate in government, academic and library communities, which are the principal customers for our STM content, regarding to what extent such content should be funded instead through fees charged to authors or authors’ funders and/or made freely available in some form after a period following publication. Some of these methods, if widely adopted, could adversely affect our revenue from paid subscriptions.    We engage extensively with stakeholders in the STM community to better understand their needs and deliver value to them. We are open to serve and are currently serving the STM community under a broad range of payment models that can sustainably provide researchers with the critical information tools that they need. We focus on the integrity and quality of research through the editorial and peer review process; we invest in efficient editorial and distribution platforms and in innovation in platforms and tools to make content and data more accessible and actionable; and we ensure vigilance on plagiarism and the long-term preservation of research findings.


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Financial review     Principal risks   61

 

    

 

 

 

 

STRATEGIC RISKS

 

Risk    Description and impact    Mitigation
Customer acceptance of products    Our businesses are dependent on the continued acceptance by our customers of our products and services and the value placed on them. Failure to meet evolving customer needs could impact demand for our products and consequently adversely affect our revenue.    We are focused on the needs and economics of our customers and employ user-centred design and customer analytics to provide innovative solutions that help them achieve better outcomes and enhance productivity.
     
Competition    Our businesses operate in highly competitive markets, which continue to evolve in response to technological innovations, legislative and regulatory changes, the entrance of new competitors and other factors. Failure to anticipate market trends could impact the competitiveness of our products and services and consequently adversely affect our revenue.    We gain insights into our markets, evolving customers’ needs, the potential application of new technologies and business models, and the actions of competitors. These insights inform our market strategies and operational priorities. We continuously invest significant resources in our products and services, and the infrastructure to support them.
     
Acquisitions    We regularly make small acquisitions to strengthen our portfolio. If we are unable to generate the anticipated benefits such as revenue growth and/or cost savings associated with these acquisitions, this could adversely affect return on invested capital and financial condition.    Acquisitions are made within the framework of our overall strategy, which emphasises organic development. We have a well-formulated process for reviewing and executing acquisitions and for managing the post-acquisition integration. This process is underpinned with clear strategic, financial and ethical criteria. We closely monitor the integration and performance of acquisitions.
     
     

 

OPERATIONAL RISKS

 

Risk

   Description and impact    Mitigation
Technology failure    Our businesses are dependent on electronic platforms and networks, primarily the internet, for delivery of products and services. These could be adversely affected if our electronic delivery platforms or networks experience a significant failure, interruption, or security breach.    We have established procedures for the protection of our technology assets. These include the development of business continuity plans, including IT disaster recovery plans and back-up delivery systems, to reduce business disruption in the event of a major technology failure.
     
Data security    Our businesses maintain databases and information that are accessed online, including personal information. Breaches of our data security or failure to comply with applicable legislation or regulatory or contractual requirements could damage our reputation and expose us to risk of loss, litigation and increased regulation.    We have established data privacy and security programs and evolve our programs in line with emerging threats. We test and re-evaluate our procedures and controls with the aim of ensuring that personal data is protected and that we comply with relevant legislative, regulatory and contractual requirements.
     
Supply chain dependencies    Our organisational and operational structures are dependent on outsourced and offshored functions. Poor performance or failure of third parties to whom we have outsourced activities could adversely affect our business performance, reputation and financial condition.    We select our vendors with care and establish contractual service levels that we closely monitor, including through key performance indicators and targeted supplier audits. We have developed business continuity plans to reduce disruption in the event of a major failure by a vendor.
     
Talent    The implementation and execution of our strategies and business plans depend on our ability to recruit, motivate and retain high-quality people. We compete globally and across business sectors for talented management and skilled individuals, particularly those with technology and data analytics capabilities. An inability to recruit, motivate or retain such people could adversely affect our business performance.    We have well established management development and talent review programmes. We monitor capability needs and remuneration schemes are tailored to attract and motivate the best talent available at an appropriate level of cost. We actively seek feedback from employees, which feeds into plans to enhance employee engagement and motivation.

 

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62    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

FINANCIAL RISKS

 

Risk    Description and impact    Mitigation
Pensions    We operate a number of pension schemes around the world, including local versions of the defined benefit type in the UK and the US. The assets and obligations associated with those pension schemes are sensitive to changes in the market values of assets and the market-related assumptions used to value scheme liabilities. Adverse changes to, inter alia, asset values, discount rates or inflation could increase future pension costs and funding requirements.    We have professional management of our pension schemes and we focus on maintaining appropriate asset allocation and plan designs. We review our funding requirements on a regular basis with the assistance of independent actuaries and ensure that the funding plans are appropriate. We seek to manage pension liabilities by reviewing pension benefits provided to staff as well as the structure of scheme arrangements.
     
Tax    Our businesses operate globally and our profits are subject to taxation in many differing jurisdictions and at differing tax rates. In October 2015, the Organisation for Economic Co-operation and Development (OECD) issued its reports on Base Erosion and Profit Shifting, which suggest a range of new approaches that national governments might adopt when taxing the activities of multinational enterprises. As a result of the OECD project and other international initiatives, tax laws that currently apply to our businesses may be amended by the relevant authorities or interpreted differently by them, and this could adversely affect our reported results.    We maintain an open dialogue with tax authorities, and are vigilant in ensuring that we comply with current tax legislation. We have clear and consistent tax policies and tax matters are dealt with by a professional tax function, supported by external advisers. As outlined in the CFO report on page 59 we engage with tax authorities and international organisations. The principles we adopt in our approach to tax matters can be found on our website at www.relx.com/go/taxprinciples.
     
Treasury    The RELX Group consolidated financial statements are expressed in sterling and are subject to movements in exchange rates on the translation of the financial information of businesses whose operational currencies are other than sterling. The US is our most important market and, accordingly, significant fluctuations in the US dollar exchange rate could significantly affect our reported results. We also earn revenues in a range of other currencies including the euro and the yen which could be affected by fluctuations in these exchange rates. Macroeconomic, political and market conditions may also adversely affect the availability of short and long-term funding, volatility of interest rates, currency exchange rates and inflation. Our borrowing costs and access to capital may be adversely affected if the credit ratings assigned to our debt are downgraded.    Our approach to funding and the management of financial risks, including interest rate and foreign currency exposures, is described in note 19 to the consolidated financial statements.
     
     

 

REPUTATIONAL RISKS

 

Risk

   Description and impact    Mitigation
Ethics    As a world-leading provider of professional information solutions to the STM, risk & business analytics, legal and exhibitions markets, we are expected to adhere to high standards of independence and ethical conduct. A breach of generally accepted ethical business standards could adversely affect our business performance, reputation and financial condition.    Our Code of Ethics and Business Conduct is provided to every employee and is supported by training. It encompasses such topics as fair competition, anti-bribery and human rights and encourages open and principled behaviour. We have well-established processes for reporting and investigating instances of unethical conduct. Our major suppliers are required to adopt our Supplier Code of Conduct.
     
Environmental    Our businesses have an impact on the environment, principally through the use of energy and water, waste generation and, in our supply chain, through paper use and print and production technologies. Failure to manage our environmental impact could adversely affect our reputation.   

We are committed to reducing these environmental impacts by limiting resource use and efficiently employing sustainable materials and technologies. We require our major suppliers and contractors to meet the same objectives. We seek to ensure that all our businesses are compliant with relevant environmental regulation.

The Strategic Report, as set out on pages 2 to 62, has been approved by the Board of RELX PLC in accordance with local UK requirements.

 

By order of the Board    Registered Office
Henry Udow    1–3 Strand
Company Secretary    London
24 February 2016    WC2N 5JR


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Governance

 

 

 

 

 

   LOGO
  In this section   
               64    Board Directors   
  66    RELX Group Business Leaders   
  68    Chairman’s introduction to Corporate Governance   
  69    Corporate Governance   
  76    Report of the Nominations Committee   
  77    Directors’ Remuneration Report   
  91    Report of the Audit Committees   
       
       
       
       


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64    RELX Group     Annual reports and financial statements 2015

 

    

 

Board Directors

 

Executive Directors

 

   

Non-Executive Directors

 

   
LOGO     LOGO     LOGO

 

Erik Engstrom (52)

Chief Executive Officer

   

 

Anthony Habgood (69)

Chairman

 

 

LOGO      

   

 

Wolfhart Hauser (66)

Non-Executive Director

 

 

LOGO       

          Chairman of the Remuneration Committee

 

 

Appointed: Chief Executive Officer of RELX Group since November 2009. Joined the Group as Chief Executive Officer of Elsevier in 2004.

Other appointments: Non-Executive Director of Smith & Nephew plc.

Past appointments: Prior to joining the Group was a partner at General Atlantic Partners. Before that was President and Chief Operating Officer of Random House Inc and President and Chief Executive Officer of Bantam Doubleday Dell, North America. Began his career as a consultant with McKinsey. Served as a Non-Executive Director of Eniro AB and Svenska Cellulosa Aktiebolaget SCA.

Education: Holds a BSc from Stockholm School of Economics, an MSc from the Royal Institute of Technology in Stockholm, and gained an MBA from Harvard Business School as a Fulbright Scholar.

Nationality: Swedish

 

   

 

 

Appointed: June 2009

Other appointments: Chairman of: Court of the Bank of England, Preqin Holding Limited and Norwich Research Partners LLP.

Past appointments: Previously was Chairman of Whitbread plc, Bunzl plc and Mölnlycke Health Care Limited and served as Chief Executive of Bunzl plc, Chief Executive of Tootal Group plc and a Director of The Boston Consulting Group. Formerly Non-Executive Director of Geest plc, Marks and Spencer plc, National Westminster Bank plc, Powergen plc, SVG Capital plc, and Norfolk and Norwich University Hospitals Trust.

Education: Holds an MA in Economics from Cambridge University and an MS in Industrial Administration from Carnegie Mellon University. He is a visiting Fellow at Oxford University.

Nationality: British

   

 

 

Appointed: April 2013

Other appointments: Chairman of FirstGroup plc and a Non-Executive Director of Associated British Foods plc.

Past appointments: Chief Executive Officer of Intertek Group plc from 2005 until May 2015. Prior to that he was Chief Executive Officer of TÜV Sud AG between 1998 and 2002 and Chief Executive Officer of TÜV Product Service GmbH for 10 years. Formerly a Non-Executive Director of Logica plc.

Nationality: German

                
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Nick Luff (48)

Chief Financial Officer

 

   

 

Marike van Lier Lels (56)

Non-Executive Director

 

 

 

LOGO      

   

 

Robert Polet (60)

Non-Executive Director

 

 

 

LOGO       

 

Appointed: September 2014

Other appointments: Non-Executive Director of Lloyds Banking Group plc.

Past appointments: Prior to joining the Group was Group Finance Director of Centrica plc from 2007. Before that was Chief Financial Officer at The Peninsular & Oriental Steam Navigation Company (P&O) and its affiliated companies, having previously held a number of senior finance roles at P&O. Began his career as an accountant with KPMG. Formerly a Non-Executive Director of QinetiQ Group plc.

Education: Has a degree in Mathematics from Oxford University and is a qualified UK Chartered Accountant.

Nationality: British

 

   

 

Appointed: Non-Executive Director of RELX NV since January 2010. Appointed as a Non-Executive Director of RELX PLC and RELX Group plc on 21 July 2015.

Other appointments: Member of the

Supervisory Boards of TKH Group NV, Eneco Holding NV and NS (Dutch Railways), and a member of the Executive Committee of Aegon Association. A member of various Dutch governmental advisory boards.

Past appointments: Member of the Supervisory Boards of Royal Imtech NV, Maersk BV, KPN NV and USG People NV, and Executive Vice President and Chief Operating Officer of the Schiphol Group. Prior to joining Schiphol Group, was a member of the Executive Board of Deutsche Post Euro Express and held various senior positions with Nedlloyd.

Nationality: Dutch

 

     

 

Appointed: April 2007

Other appointments: Chairman of Safilo Group SpA, Chairman of the Supervisory Board of Rituals Cosmetics BV, Chairman of NSG Apparel BV, and a Non-Executive Director of Philip Morris International Inc and William Grant & Sons Limited.

Past appointments: President and Chief Executive Officer of Gucci Group from 2004 to 2011, having previously spent 26 years at Unilever working in a variety of positions including President of Unilever’s Worldwide Ice Cream and Frozen Foods division. Formerly a member of the Supervisory Board of Nyenrode Foundation and a Non-Executive Director of Wilderness Holdings Limited, Scotch & Soda BV and Crown Topco Limited.

Nationality: Dutch

 

 


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Governance     Board directors   65

 

    

 

 

 

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Adrian Hennah (58)

Non-Executive Director

 

 

 

LOGO  

   

 

Lisa Hook (57)

Non-Executive Director

Senior Independent Director

 

 

LOGO   

     
 

 

 

Appointed: April 2011

Other appointments: Chief Financial Officer of Reckitt Benckiser Group plc and Non-Executive Director of Indivior PLC.

Past appointments: Chief Financial Officer of Smith & Nephew plc from 2006 to 2012. Before that was Chief Financial Officer of Invensys plc, having previously held various senior finance and management positions with GlaxoSmithKline for 18 years.

Nationality: British

   

 

 

Appointed: April 2006

Other appointments: President and Chief Executive Officer of Neustar, Inc and a Director of Vantiv, Inc and Island Press. Serves on the US President’s National Security Telecommunications Advisory Committee (NSTAC), and as a member of the Advisory Board of the Peggy Guggenheim Collection.

Past appointments: President and Chief Executive Officer at Sun Rocket, Inc. Before that was President of AOL Broadband, Premium and Developer Services. Prior to joining AOL, was a founding partner at Brera Capital Partners LLC. Previously Chief Operating Officer of Time Warner Telecommunications and has served as Senior Advisor to the Federal Communications Commission Chairman and a Senior Counsel to Viacom Cable. Formerly a Director of Covad Communications, Inc, TW Telecom, Inc and The Ocean Foundation.

Nationality: American

 

     
               
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Linda Sanford (63)

Non-Executive Director

 

 

LOGO  

   

 

Ben van der Veer (64)

Non-Executive Director

 

 

LOGO   

     

 

Board Committee membership key

LOGO Audit Committees

LOGO Remuneration Committee

LOGO Nominations Committee

LOGO Corporate Governance Committee

LOGO Committee Chairman

 

All of the Directors are directors of RELX Group plc, RELX PLC and RELX NV.

        Chairman of the Audit Committees        
 

 

Appointed: December 2012

Other appointments: An independent Director of Consolidated Edison, Inc and Pitney Bowes, Inc, and a consultant to The Carlyle Group. Serves on the boards of trustees of Rensselaer Polytechnic Institute and the New York Hall of Science.

Past appointments: Senior Vice President, Enterprise Transformation, IBM Corporation until 2014, having joined the company in 1975. Formerly a Non-Executive Director of ITT Corporation, served on the boards of directors of The Business Council of New York State and the Partnership for New York City, and on the boards of trustees of the State University of New York and St John’s University.

Nationality: American

 

   

 

 

Appointed: September 2009

Other appointments: Member of the Supervisory Boards of Aegon NV, TomTom NV and Koninklijke FrieslandCampina NV.

Past appointments: Chairman of the Executive Board of KPMG in the Netherlands and a member of the Management Committee of the KPMG International board until his retirement in 2008, having joined KPMG in 1976. Formerly a member of the Supervisory Boards of Royal Imtech NV and Siemens Nederland NV.

Nationality: Dutch

     

 

 

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66    RELX Group     Annual reports and financial statements 2015

 

    

 

RELX Group Business Leaders

Senior Business Executives

 

LOGO

 

Mike Walsh    Mark Kelsey    Mike Rusbridge    Chet Burchett    Ron Mobed
Chief Executive Officer Legal    Chief Executive Officer Risk & Business Analytics   

Chairman

Exhibitions

   Chief Executive Officer Exhibitions   

Chief Executive Officer Scientific, Technical & Medical

 

 

 

Joined in 2003. Appointed to current position in 2011.

 

Previously CEO of LexisNexis US Legal Markets and Director of Strategic Business Development Home Depot. Prior to that was a practising attorney at Weil, Gotshal and Manges in Washington DC and served as a consultant with The Boston Consulting Group. Holds a Juris Doctor degree from Harvard Law School and is a graduate of Yale University.

  

 

 

Joined in 1989. Appointed CEO Business Information in 2010 and CEO Risk Solutions in 2012.

 

Has held a number of senior positions across the Group over the past 30 years. Studied at Liverpool University and received his MBA from Bradford University.

  

 

 

Joined in 1994. Appointed as Chairman in 1996. Retired in December 2015.

 

Previously President of Reed Exhibitions Europe and Asia and President Reed Exhibitions North America. Prior to that worked with leading US exhibition organiser, Clapp and Poliak. Studied at Manchester University and Harvard Business School.

  

 

 

Joined in 2004. Appointed to current position in 2015.

 

Previously President of the Americas for Reed Exhibitions. Prior to that was President and Chief Executive Officer, USA, for Burson-Marsteller, a leading global public relations agency. Holds a degree from Baylor University.

  

 

 

Joined in 2011. Appointed to current position in 2012.

 

Previously President of Cengage Learning’s Academic & Professional Group and Co-President and Co-Chief Operating Officer with information services company, IHS. Holds a degree from Trinity College, Cambridge, and a master’s degree from Imperial College, London.


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Governance     Business Leaders   67

 

    

 

Corporate Executives

 

LOGO

 

Youngsuk “YS” Chi    Ian Fraser    Kumsal Bayazit    Henry Udow

Director of Corporate Affairs and Chairman Elsevier

 

   Human Resources Director    Chief Strategy Officer    Chief Legal Officer and Company Secretary

 

Joined in 2005. Appointed to current position in 2011. Previously was President and Chief Operating Officer of Random House, founding Chairman of Random House Asia and Chief Operating Officer for Ingram Book Group. Holds an MBA from Columbia University and is a Graduate of Princeton University.

  

 

Joined in 2005. Appointed to current position at that time. Previously Global HR Director at BHP Billiton (1998 to 2005). Holds an MBA in Finance and International Business from London’s City University and an MA from Edinburgh University. Ian is also a Chartered Psychologist.

  

 

Joined in 2004. Appointed to current position in 2012. Previously Executive Vice President of Global Strategy and Business Development for LexisNexis Legal & Professional. Prior to that worked with Bain & Company in New York, Los Angeles, Johannesburg and Sydney. Holds an MBA from Harvard Business School and is a Graduate of the University of California at Berkeley.

  

 

Joined in 2011. Appointed to current position at that time. Previously Chief Legal Officer and Company Secretary of Cadbury plc having spent 23 years working with the company. Prior to that worked at Shearman & Sterling in New York and London. Holds a Juris Doctor degree from the University of Michigan Law School and a bachelor’s degree from the University of Rochester.

 

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68    RELX Group     Annual reports and financial statements 2015

 

    

 

Chairman’s introduction to Corporate Governance

 

 

“We have further enhanced the Group’s corporate governance by simplifying the corporate structure and fully aligning membership of the Boards.”

Introduction to Corporate Governance

The Boards of RELX PLC, RELX NV and RELX Group plc are committed to high standards of corporate governance and believe that such standards are integral to the success of the Group. The Boards have put in place policies and procedures that promote corporate responsibility, accountability and probity, and include the Group’s Code of Ethics and Business Conduct which sets the standard for our corporate and individual behaviour. The Code of Ethics and Business Conduct applies to all Directors and employees of the Group and more information on its application can be found in the Corporate Responsibility section on page 45.

The Group is listed in the UK, the US and the Netherlands (RELX PLC’s shares are listed in London and New York, and RELX NV’s shares are listed in Amsterdam and New York) and therefore it is subject to corporate governance requirements in those jurisdictions. This Corporate Governance Report describes the Group’s governance arrangements and the work of the Boards and their Committees. It is intended to provide shareholders with a clear view of how the Group has complied with the applicable corporate governance codes during the year.

Corporate structure

RELX PLC is a publicly-listed holding company with its shares traded on the London and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent 52.9% of the outstanding shares of RELX Group plc.

RELX NV is a publicly-listed holding company with its shares traded on the Euronext Amsterdam and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent 47.1% of the outstanding shares of RELX Group plc.

RELX Group plc holds all of the operating businesses, subsidiaries and financing activities of the Group.

The corporate structure is shown below.

 

LOGO

* RELX PLC and RELX NV each have equal voting rights in RELX Group plc.

RELX PLC, RELX NV and RELX Group plc (and its subsidiaries, associates and joint ventures) are together known as RELX Group.

Simplification and name changes in 2015

During 2015, we implemented the simplification of the Group’s corporate structure previously reported in detail in the 2014 Annual Report.

Following approval from shareholders at the Annual General Meetings of the parent companies in April 2015, effective 1 July 2015, Reed Elsevier PLC and Reed Elsevier NV formally changed their names to RELX PLC and RELX NV, respectively.

Equalisation arrangements

To further simplify the corporate structure, the equalisation ratio of RELX PLC to RELX NV shares was changed from a ratio of 1.538 to 1 to a ratio of 1 to 1 from 1 July 2015. The change of ratio was implemented by way of a bonus issue of 0.538 new RELX NV shares for each existing RELX NV share held. As a result, one ordinary share of RELX NV confers equivalent economic interests to one ordinary share of RELX PLC.

RELX PLC and RELX NV ADRs listed on the New York Stock Exchange were also adjusted so that they each now represent one RELX PLC or one RELX NV ordinary share (from their previous 4:1 and 2:1 ratios) respectively.

Board changes and succession

Following the implementation of our simplified corporate structure, we fully aligned membership of the Boards with the appointment of Marike van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc. Marike has served as a Non-Executive Director of RELX NV and as a member of the Corporate Governance Committee since 2010. The Boards are now comprised of the same directors. The biographical details of each of the Directors are set out on pages 64 and 65.

Looking ahead, two of our long-serving Non-Executive Directors, Lisa Hook and Robert Polet, will retire from the Boards after our Annual General Meetings in April 2016. In February, we announced that Carol Mills and Robert MacLeod will join the Boards as Non-Executive Directors, subject to shareholder approval. Carol has more than 30 years in the enterprise technology and software sectors, including extensive US board experience, and Robert has considerable international experience in executive and non-executive roles in the engineering and chemicals sectors, most recently as Chief Executive Officer of a FTSE 100 company. With their strong strategic, financial and technology skills, they will be valuable additions to our Boards. We also announced that Dr Wolfhart Hauser, who has served as a Non-Executive Director since 2013, will succeed Lisa as the Senior Independent Director.

Board evaluation

In accordance with the UK and Dutch Corporate Governance Codes, we conducted evaluations of the Boards, their Committees and the performance of individual Directors. Details of the review, which confirmed that the Boards and their Committees continue to function effectively, are set out on page 71.

Taking into account the outcome of the evaluation, I believe that the Boards and the Committees operate effectively and have an appropriate balance of skills, experience, independence, knowledge of the Group and diversity to ensure that they continue to do so. Additionally, all of our Directors continue to contribute effectively and are committed to their roles. Therefore, on the recommendation of the Nominations Committee, all Directors (other than those retiring in 2016) will stand for re-election at the Annual General Meetings in April 2016.

Anthony Habgood

Chairman

24 February 2016

 


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Corporate Governance

 

Corporate governance compliance

The Boards of RELX PLC and RELX NV have implemented standards of corporate governance and disclosure policies applicable to companies listed on the London, Amsterdam and New York stock exchanges. The effect of this is that a standard applying to one will, where not in conflict, also be observed by the other.

The Boards of RELX PLC and RELX NV support the principles and provisions of corporate governance contained in the UK Corporate Governance Code 2014 (the UK Code) and the Dutch Corporate Governance Code 2008 (the Dutch Code). This report and the compliance statement set out below are made in relation to the UK Code. The principles and provisions set out in the UK Code and the Dutch Code have applied throughout the financial year ended 31 December 2015.

RELX PLC, which has its primary listing on the London Stock Exchange, has complied throughout the year with the UK Code. RELX NV, which has its primary listing on the Euronext Amsterdam Stock Exchange, has also complied throughout the year with the UK Code and, subject to limited exceptions, has applied the best practice provisions of the Dutch Code.

The ways in which RELX PLC and RELX NV have applied the main principles of the UK Code are described below. For further information on the application of the Dutch Code by RELX NV, see the Corporate Governance Statement of RELX NV which is available on our website,
www.relx.com  LOGO

The Boards

Board composition and roles

The Boards of RELX PLC, RELX NV and RELX Group plc (the Boards) are unitary boards and are comprised of the same Directors. The names of each Director, their roles on the Boards and their biographical details at the date of this report appear on pages 64 and 65.

The Boards currently comprise the Chairman, two Executive Directors and seven independent Non-Executive Directors, who bring a wide range of skills and experience to their roles. The charts on page 72 illustrate in more detail the composition of the Boards.

A profile which identifies the skills and experience of the Non-Executive Directors is set out on page 71 and is available on our website, www.relx.com LOGO

There is a schedule of matters reserved to the Boards and approved delegated authorities to the Chief Executive Officer and other senior executives. There is a clear separation of the roles of the Chairman and the Chief Executive Officer which are set out in writing. The adjacent table illustrates the key responsibilities of the Directors.

 

 Roles of the Directors

Chairman

   ¡    Leads the Boards, ensuring they function efficiently
   ¡    Promotes high standards of corporate governance
   ¡    Sets the agenda and chairs meetings of the Boards
   ¡    Chairs the Nominations and Corporate Governance Committees
   ¡    Ensures effective dialogue with shareholders
   ¡    Facilitates effective communication among Directors
   ¡    Ensures the performance of the Boards is assessed annually
   ¡    Ensures effective induction and development of Directors
  Chief Executive Officer
   ¡    Day-to-day management of the Group
   ¡    Develops the Group’s strategy and commercial objectives
   ¡    Ensures that the strategy and decisions of the Boards are implemented
   ¡    Promotes high standards of corporate governance
   ¡    Informs and advises the Chairman and Nominations Committee on executive succession planning
   ¡    Leads communication with shareholders
  Chief Financial Officer
   ¡    Supports the Chief Executive Officer in developing and implementing strategy in relation to the financial and operational performance of the Group
  Senior Independent Director
   ¡    Leads the annual assessment of the performance of the Chairman
   ¡    Available to meet with shareholders on matters where usual channels are deemed inappropriate
   ¡    Deputises for the Chairman, as necessary
   ¡    Acts as an intermediary between the other Directors
  Non-Executive Directors
   ¡    Constructively challenge and provide advice to the Executive Directors
   ¡    Effectively contribute to the development of strategy
   ¡    Scrutinise the performance of management in meeting agreed goals and monitor the delivery of Group strategy

   ¡

 

  

Serve as members of Board Committees

 

 

The Boards have established a number of Committees, to which certain powers have been delegated. The roles of the Board Committees are summarised on page 72.

 

 

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Key activities of the Boards

In 2015, the Boards considered the following:

 

¡   reports from the Chief Executive Officer and Chief Financial Officer on the Group’s operational and financial performance

 

¡   strategic and business presentations, including two full-day strategy reviews

 

¡   annual and interim results, and dividend declarations

 

¡   the Group’s corporate structure simplification project

 

¡   budgets and annual strategy plan 2015-2018

 

¡   risk management reviews and ongoing risk monitoring

 

¡   Board succession and executive talent management

 

¡   appointments to the Boards and Board Committees

 

¡   information security update

 

¡   the Group’s revised Code of Ethics and Business Conduct

 

¡   investor relations activities

 

¡   litigation update

 

¡   updates on major acquisitions, investments and disposals

 

¡   reports from the Committee Chairmen on the key activities of the Board Committees

Independence of the Non-Executive Directors

The Boards review the independence of the Non-Executive Directors every year, based on the criteria for independence set out in the UK Code. The UK Code does not consider the Chairman to be independent due to the unique role he has in corporate governance. Notwithstanding this, Anthony Habgood met the independence criteria contained in the UK Code when he was appointed Chairman in 2009. The Boards consider all Non-Executive Directors (other than the Chairman) to be independent of management and free from any business or other relationship which could materially interfere with their ability to exercise independent judgement.

Terms of appointment

RELX PLC and RELX NV shareholders maintain their rights to appoint individuals to the respective Boards in accordance with the provisions of the articles of association of these companies. Subject to this, no individual may be appointed to the Boards unless recommended by the joint Nominations Committee. Members of the Committee abstain when their own re-appointment is being considered.

As a general rule, Non-Executive Directors’ letters of appointment provide that individuals will serve for an initial term of three years, and are typically expected to serve two three-year terms, although the Boards may invite an individual to serve for an additional period of three years. The notice period applicable to Non-Executive Directors is one month.

The notice period applicable to the service contracts of the Executive Directors is 12 months.

In compliance with the UK Code, all Directors seek re-election by shareholders annually, except for those Directors retiring immediately after the respective Annual General Meetings.

Board changes

Changes during the year in the composition of the Boards and Board Committees are set out in the table on page 73.

In 2015, membership of the Boards was fully aligned by the appointment of Marike van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc. Ms van Lier Lels has served as a Non-Executive Director of RELX NV since 2010.

As announced in February 2016, the changes set out below will be made to the composition of the Boards following the conclusion of the RELX NV and RELX PLC Annual General Meetings in April 2016:

 

¡   Lisa Hook will retire from the Boards. Ms Hook has served as a Non-Executive Director since April 2006 and is a member of the Remuneration, Nominations and Corporate Governance Committees. She has served as the Senior Independent Director since 2013.

 

¡   Robert Polet will retire from the Boards. Mr Polet has served as a Non-Executive Director since April 2007 and is a member of the Remuneration and Corporate Governance Committees.

 

¡   Dr Wolfhart Hauser, who joined the Boards in 2013, will be appointed as Senior Independent Director.

 

¡   Carol Mills will join the Boards as a Non-Executive Director, subject to election by shareholders. Ms Mills is a US citizen with a strong background in the enterprise software and technology sectors. She currently chairs the board of Xactly Corporation, and also serves on the boards of Ingram Micro and WhiteHat Security. She previously served on the boards of Adobe Systems, Alaska Communications, Tekelec Corporation and Blue Coat Systems. Prior to that, Ms Mills spent more than 25 years in executive leadership positions with companies such as Juniper Networks and Hewlett-Packard.

 

¡   Robert MacLeod will join the Boards as a Non-Executive Director, subject to election by shareholders. Mr MacLeod is a British citizen with considerable international experience in the engineering and chemicals sectors. He is currently chief executive of Johnson Matthey Plc, the FTSE 100 speciality chemicals company and global leader in sustainable technologies, and a non-executive director at Aggreko plc. Until 2009, Mr MacLeod was group finance director at WS Atkins plc, and prior to that held a variety of senior finance and M&A roles with Enterprise Oil plc in the UK and US.

In accordance with the articles of association of RELX PLC, Directors are normally subject to election by shareholders at the first Annual General Meeting following their appointment by the Board. Accordingly, Ms van Lier Lels will stand for election at the RELX PLC 2016 Annual General Meeting.

In accordance with the UK Code, all Directors will retire from the Boards of RELX NV and RELX PLC at the respective Annual General Meetings and, other than those retiring in 2016, will offer themselves for re-election. Based on the review of performance and effectiveness made by the Corporate Governance Committee of each individual seeking re-election, the Boards have accepted a recommendation from the Nominations Committee that each of these Directors be proposed for re-election at the 2016 Annual General Meeting of the respective company. Details of the annual evaluation of the Boards, Committees and Directors are set out on page 71.

Board induction and development

Following appointment and as required, Directors receive training appropriate to their level of experience and knowledge. This includes the provision of a comprehensive briefing pack and a tailored induction programme so as to provide newly appointed Directors with information about the Group’s businesses and other relevant information to assist them in performing their duties. Non-Executive Directors are encouraged to visit the Group’s businesses to meet management and senior staff.

 


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On joining the Boards of RELX PLC and RELX Group plc as a Non-Executive Director in July 2015, Marike van Lier Lels received a briefing on the obligations and responsibilities of directors of UK-listed companies, to complement her considerable knowledge and experience of serving on the boards of Dutch companies. On joining the Audit Committees, Ms van Lier Lels undertook a comprehensive audit committee induction programme, designed to ensure familiarisation with the Committees’ oversight responsibilities in relation to the Group’s financial reporting, internal control and audit processes. This programme included internal briefings from senior management and external meetings with corporate advisers.

In addition to scheduled Board and Board Committee meetings held during the year, the Directors attend other meetings and site visits to support their continuing development.

Board information and support

All Directors have full and timely access to the information required to discharge their responsibilities fully and efficiently. They have access to the services of the respective Company Secretaries, other members of the Group’s management and staff, and external advisers. Directors may take independent professional advice in the furtherance of their duties, at the relevant company’s expense.

Where a Director is unable to attend a Board or Board Committee meeting, he or she is provided with all relevant papers and information relating to that meeting and is able to discuss issues arising with the respective chairman and other Board and Committee members.

Board evaluation

Each year the Boards undertake an annual evaluation of their own effectiveness and performance, and that of their Committees and individual Directors. In 2014, the review was facilitated externally. In 2015, the Boards undertook an internal evaluation, overseen by the Corporate Governance Committee and supported by the Company Secretaries.

Using questionnaires completed by all Directors, the Committee explored key areas including: the performance of the Boards; Board composition and succession planning; talent management and executive leadership succession; risk management, corporate governance and compliance; agenda planning and

quality of information provided by management, and Board Committee effectiveness. The Chairman conducted interviews with each of the Directors.

The review of the performance of the Chairman of the Boards was led by the Senior Independent Director. The Chairman was not present during a discussion by the Non-Executive Directors as it related to him.

The conclusions of the review were subsequently considered at a meeting of the Boards.

 

 

Conclusions of the 2015 review

The review confirmed that overall, the Directors believed that the Boards remain highly engaged and committed, and contribute strongly to the development of the Group’s strategy. All Directors commended the Chairman on his effective leadership of the Boards, noting that he continues to foster a supportive culture that facilitates the valuable contribution of each member. The Non-Executive Directors also demonstrated unanimous support and respect for executive management. An area of continued focus for the Boards in 2016 is non-executive succession, to ensure an appropriate level of experience and knowledge of the Group is maintained as Board membership evolves.

 

Based on the findings of the review, the Corporate Governance Committee believes that the Boards and their Committees function effectively and collaboratively and with an appropriate level of engagement with management. The Committee also believes that the performance of each Director continues to be effective and that they demonstrate commitment to their respective roles.

 

Progress made during 2015 in response to 2014 review recommendations

The review confirmed that good progress is being made in response to the prior year’s recommendations, to:

 
¡    further refine the Boards’ time allocation
 
¡    continue its engagement with individual business areas and their strategies through senior management dialogue
 
¡   

increase its involvement in talent management

 

 

 

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Attendance at meetings of the Boards and Board Committees

The table below shows the attendance of Directors at meetings of the Boards and the Board Committees during the year. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

 

Director    Committee
appointments
     Boards (1)    Audit    Remuneration    Nominations    Corporate
Governance
    

Anthony Habgood (Chairman)

     LOGO         6/6       2/2    4/4    4/4   

Erik Engstrom

     –         6/6               

Nick Luff

     –         6/6                Board Committee

membership key

LOGO Audit

LOGO Remuneration

LOGO Nominations

LOGO  Corporate Governance

LOGO Committee Chairman

Wolfhart Hauser (2)

     LOGO         6/6       2/2    1/1    4/4   

Adrian Hennah

     LOGO         6/6    7/7          4/4   

Lisa Hook (3)

     LOGO         5/6       1/2    4/4    3/4   

Marike van Lier Lels (4)

     LOGO         6/6    2/2          4/4   

Robert Polet

     LOGO         6/6       2/2       4/4   

Linda Sanford

     LOGO         6/6    7/7          4/4   

Ben van der Veer

     LOGO         6/6    7/7       4/4    4/4   

 

(1) The Boards of RELX PLC, RELX NV and RELX Group plc. In addition to the six scheduled meetings above, in 2015 all Directors attended an additional RELX Group plc Board meeting and two full-day strategy and business review meetings
(2) Dr Hauser was appointed as a member of the Nominations Committee on 21 July 2015
(3) Ms Hook was unable to attend the July Boards and Corporate Governance Committee meetings, and the December Remuneration Committee meeting, due to long-standing diary conflicts
(4) Ms van Lier Lels was appointed as a Non-Executive Director of RELX PLC and RELX Group plc, and as a member of the Audit Committees, on 21 July 2015. She has served as a Non-Executive Director of RELX NV since 2010

 

Shareholder engagement

RELX PLC and RELX NV participate in regular dialogue with institutional shareholders. Presentations on the Group’s businesses are made by the Chairman, Chief Executive Officer and Chief Financial Officer following the announcement of the interim and full-year results and these are simultaneously webcast. A conference call with investors was also held following the third quarter trading update for 2015. In addition, two teach-ins were held for analysts and investors during the year and were also made available on our website, www.relx.com LOGO The first presentation focused on developments in primary research in the Scientific, Technical & Medical business, and the second focused on the application of technology across RELX Group.

The Chief Executive Officer, the Chief Financial Officer and the investor relations team meet institutional shareholders on a regular basis and the Chairman also makes himself available to major institutions as appropriate. Trading updates are provided ahead of the Annual General Meetings of the two companies and towards the end of the financial year. The interim and annual results announcements and presentations, together with the trading updates, other important announcements and corporate governance documents concerning the Group, are available on our website. In accordance with the provisions of the Dutch Code, RELX NV has adopted a bilateral shareholder contact policy, which is also available on our website.

The Boards of RELX PLC and RELX NV commission periodic reports on the attitudes and views of the companies’ institutional shareholders and the results are presented to the respective Boards.

Annual General Meetings

The Annual General Meetings provide an opportunity for the Boards to communicate with individual shareholders. The Chairman, the Chief Executive Officer, the Chief Financial Officer, the chairmen of the Board Committees, other Directors and a representative of the external auditors are available to answer questions from shareholders. Both RELX PLC and RELX NV offer electronic voting facilities in relation to proxy voting at shareholder meetings.

Business model

Pages 2 to 62 describe the business and the progress made in 2015 against the Group’s long-term business priorities, aimed at delivering better outcomes for our customers and creating value for the Group and shareholders.

Internal control and risk management

RELX Group has established internal controls and risk management practices that are embedded into the operations of the businesses, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). Details of the principal risks facing the Group and how these are mitigated are set out on pages 60 to 62.

Additionally, in order to provide reasonable assurance against material inaccuracies or loss, and on the effectiveness of the systems of internal control and risk management, the Group has adopted the three lines of defence assurance model shown overleaf.

Parent companies

The Boards of RELX PLC and RELX NV have each adopted a schedule of matters which are required to be brought to them for decision. During 2015, the Boards of RELX PLC and RELX NV exercised independent supervisory roles over the activities and systems of internal control of RELX Group plc.The Boards of RELX PLC and RELX NV also approved the strategy and the annual budgets of RELX Group plc, and received regular reports on its operations, including the treasury and risk management activities. Major transactions proposed by the Board of RELX Group plc required the approval of the Boards of both RELX PLC and RELX NV.

The RELX PLC and RELX NV Audit Committees met on a regular basis to review the systems of internal control and risk management of RELX Group plc.

As reported in the 2014 Annual Report, RELX PLC and RELX NV transferred their direct ownership interests in Elsevier Reed Finance BV to RELX Group plc in February 2015. As a consequence, the Audit Committee of RELX Group plc has assumed

 

 

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responsibility for reviewing the systems of internal control and risk management of Elsevier Reed Finance BV.

RELX Group plc

The Board of RELX Group plc is responsible for the system of risk management and internal control of the Group and has implemented an ongoing process for identifying, assessing, monitoring and managing the principal risks faced by its businesses. This process was in place throughout the year ended 31 December 2015 and up to the date of the approvals of the Annual Reports and Financial Statements 2015. The Board monitors these systems of internal control and risk management and annually carries out a review of their effectiveness.

RELX Group plc has an established framework of procedures and internal control, with which the management of each business is required to comply. The Board has adopted a schedule of matters that are required to be brought to it for decision.

RELX Group plc has a Code of Ethics and Business Conduct that provides a guide for achieving its business goals and requires officers and employees to behave in an open, honest, ethical and principled manner. The Code also outlines confidential procedures enabling employees to report any concerns about compliance, or about the Group’s financial reporting practice. The Code is available on our website, www.relx.com LOGO

Each business area has identified and evaluated its principal risks, the controls in place to manage those risks and the levels of residual risk accepted. Risk management and control procedures are embedded into the operations of the business and include the monitoring of progress in areas for improvement that come to management and board attention.

The principal risks facing RELX Group businesses are regularly reported to and assessed by the Board and Audit Committee.

With the close involvement of business management and central functions, the risk management and control procedures ensure that the Group is managing its business risks effectively and in a co-ordinated manner across the businesses with clarity on the respective responsibilities and interdependencies. Litigation and other legal regulatory matters are managed by legal directors in the business.

The RELX Group plc Audit Committee receives regular reports on the identification and management of material risks and reviews these reports. The Audit Committee also receives regular reports from both internal and external auditors on internal control and risk management matters. In addition, each business area is required, at the end of the financial year, to review the effectiveness of internal controls and risk management and report its findings on a detailed basis to the management of RELX Group plc. These reports are summarised and, as part of the annual review of effectiveness, submitted to the Audit Committee. The Chairman of the Audit Committee reports to the Board on any significant internal control matters arising.

Annual review

As part of the year-end procedures, the Audit Committees and Boards reviewed the effectiveness of the systems of internal control and risk management, including the Group’s willingness to take on risk, during the last financial year. The objective of these systems is to manage, rather than eliminate, the risk of failure to achieve business objectives. Accordingly, they can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Boards have confirmed, subject to the above, that as regards financial reporting risks, the respective risk management and control systems provide reasonable assurance against material inaccuracies or loss and have functioned properly during the year.

Responsibilities in respect of the financial statements

The Directors of RELX PLC, RELX NV and RELX Group plc are required to prepare financial statements as at the end of each financial period, in accordance with applicable law and regulations, which give a true and fair view of the state of affairs, and of the profit or loss, of the respective companies and their subsidiaries, joint ventures and associates. They are responsible for maintaining proper accounting records, for safeguarding assets, and for taking reasonable steps to prevent and detect fraud and other irregularities. The Directors are also responsible for selecting suitable accounting policies and applying them on a consistent basis, and making judgements and estimates that are prudent and reasonable.

Applicable accounting standards have been followed and the RELX Group consolidated financial statements, which are the responsibility of the Directors of RELX PLC and RELX NV, are prepared using accounting policies which comply with International Financial Reporting Standards.

Having taken into account all the matters considered by the Boards and brought to the attention of the Boards, the Directors are satisfied that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.

 


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Going concern

The Directors of RELX PLC and RELX NV, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the 2015 financial statements. In reaching this conclusion, the Directors of RELX PLC and RELX NV have had due regard to the Group’s financial position as at 31 December 2015, the strong free cash flow of the Group, the Group’s ability to access capital markets and the principal risks facing the Group.

A commentary on the Group’s cash flows, financial position and liquidity for the year ended 31 December 2015 is set out in the Chief Financial Officer’s report on pages 54 to 59. This shows that after taking account of available cash resources and committed bank facilities that back up short-term borrowings, all of the Group’s borrowings that mature within the next two years can be covered. The Group’s policies on liquidity, capital management and management of risks relating to interest rate, foreign exchange and credit exposures are set out on pages 125 to 129. The principal risks facing the Group are set out on pages 60 to 62.

 

 

 Viability statement

 

In compliance with the UK Corporate Governance Code, the Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities, as they fall due, for the next three years. The assessment period aligns with the Group’s annual strategy plan which covers a period of three years from the current year.

 

In support of their assessment, the Directors receive regular updates from management on treasury, tax, acquisitions and divestments and periodic briefings on significant risk areas including information security, technology and legal and regulatory matters. In addition, Directors periodically receive updates from business area management on their operations, prospects and risks over the three year strategic planning period.

 

Directors also bi-annually review the Group’s principal risks as set out on pages 60 to 62 and assess the likelihood and impact of each risk together with the effectiveness of mitigating controls. In reviewing these risks, the Directors stress test the Group’s annual strategy plan by assessing each risk’s quantitative impact on the Group’s revenue and profit and the effect of multiple risks occurring simultaneously, combined with the inability to access the capital markets to refinance scheduled liabilities as they become due.

 

The Directors’ assessment has been made with reference to the Group’s recent performance, current financial position, prospects and principal risks.

 

   

US certificates

As required by Section 302 of the US Sarbanes-Oxley Act 2002 and by related rules issued by the US Securities and Exchange Commission, the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV certify in the respective Annual Reports 2015 on Form 20-F to be filed with the Commission that they are responsible for establishing and maintaining disclosure controls and procedures and that they have:

 

¡   designed such disclosure controls and procedures to ensure that material information relating to the Group is made known to them

 

¡   evaluated the effectiveness of the Group’s disclosure controls and procedures

 

¡   based on their evaluation, disclosed to the Audit Committees and the external auditors all significant deficiencies in the design or operation of disclosure controls and procedures and any frauds, whether or not material, that involve management or other employees who have a significant role in the Group’s internal controls

 

¡   presented in the RELX Group Annual Report 2015 on Form 20-F their conclusions about the effectiveness of the disclosure controls and procedures

A Disclosure Committee, comprising the company secretaries of RELX PLC and RELX NV and other senior managers of the Group, provides assurance to the
Chief Executive Officer and Chief Financial Officer regarding their Section 302 certifications.

Section 404 of the US Sarbanes-Oxley Act 2002 requires the Chief Executive Officer and Chief Financial Officer of RELX PLC and RELX NV to certify in the respective Annual Reports 2015 on Form 20-F that they are responsible for maintaining adequate internal control structures and procedures for financial reporting and to conduct an assessment of their effectiveness. The conclusions of the assessment of internal control structures and financial reporting procedures, which are unqualified, are presented in the RELX Group Annual Report 2015 on Form 20-F.

 

 

 

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Report of the Nominations Committee

 

This report has been prepared by the joint Nominations Committee of RELX PLC and RELX NV and has been approved by the respective Boards.

 

 

 Committee membership

 

The Committee comprises only Non-Executive Directors. During 2015, the Committee met four times.

   ¡   Anthony Habgood (Committee Chairman)
   ¡   Lisa Hook
   ¡   Ben van der Veer
   ¡  

Wolfhart Hauser (from 21 July 2015)

 

 

 

 Role of the Committee

 

The principal role of the Committee is to provide assistance to the Boards by identifying individuals qualified to become directors and recommending to the Boards the appointment of such individuals. The responsibilities of the Committee are set out in written terms of reference (available at www.relx.com LOGO ) and include:

   ¡   to keep under review the size and composition of the Boards
   ¡   to develop and agree the specification for the recruitment of new directors
   ¡   to procure the recruitment of new directors
   ¡   to recommend to the Boards the appointment of candidates subject, where appropriate, to the approval of shareholders of RELX PLC and RELX NV
   ¡   to recommend Directors to serve on the Committees of the Boards, having regard to the criteria for service on each committee as set out in the terms of reference for such committees, and to recommend members to serve as the Chair of those Committees
   ¡   to make recommendations to the Boards in relation to the election or re-election of Directors at the Annual General Meetings of RELX PLC and RELX NV
   ¡  

to review and make recommendations to the Boards in relation to any Directors’ actual or potential conflicts of interest

 

Composition of the Boards and their Committees

During the year, the main areas of focus for the Committee were:

 

¡   the appointment of Marike van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc (Ms van Lier Lels having served as a Non-Executive Director of RELX NV since 2010)

 

¡   succession planning in relation to the forthcoming retirement of two long-serving Non-Executive Directors from the Boards, Lisa Hook and Robert Polet, both of whom are retiring from the Boards in April 2016, including the appointment in 2016 of a successor Senior Independent Director

 

¡   reviewing the composition of the Board Committees in light of the retirement of the two long-serving Board members.

The Committee seeks to ensure that the Boards and their Committees comprise an appropriate balance of skills, experience, independence, knowledge of RELX Group’s businesses, and diversity, including gender. The Committee has established a formal, rigorous and transparent procedure for the recruitment of candidates to the Boards and recommendations by the Committee are made on the basis of a candidate’s merit, against objective criteria and with due regard for the benefits of diversity.

The Committee retained Kingsley Gate Partners LLP and The Zygos Partnership, independent recruitment consultancies specialising in non-executive appointments with no other connection to RELX Group, to carry out a search for new Non-Executive Directors. The Committee worked closely with the consultants and, following a rigorous process of assessment and interviews, recommended to the Boards, in February 2016, that Carol Mills and Robert MacLeod be proposed for election as Non-Executive Directors at the Annual General Meetings in April 2016.

In light of the forthcoming retirement of Ms Hook and Mr Polet, the Committee also undertook, in consultation with the Corporate Governance Committee, a comprehensive review of the composition of the Board Committees. This was to ensure that, as the Boards and their Committees are refreshed during 2016, an appropriate level of experience and knowledge of the Group is maintained and to allow for an orderly transition of responsibilities.

Conflicts of interest

During the year, the Committee monitored Directors’ conflicts of interest in respect of their outside appointments, and undertook an annual review of these. No actual conflicts were identified. However, situations were identified which could potentially give rise to a conflict of interest, and the Boards authorised those situations and put in place appropriate procedures to manage any potential conflicts at the recommendation of the Committee. More information on conflicts of interest can be found in the RELX PLC Directors’ Report on page 150.

Director re-elections

The Committee also recommended to the Boards the re-election of the Directors and in doing so took into account the outcome of the Board evaluation. Details of the 2015 Board evaluation can be found on page 71.

Diversity

Following the appointment of Ms van Lier Lels as a Non-Executive Director of RELX PLC and RELX Group plc, membership of the RELX Boards was fully aligned during 2015 and the Boards are currently comprised of 30% women. The charts on page 72 illustrate in more detail the composition of the Boards. Details of the Group’s approach to diversity and inclusion in its workforce can be found in the Corporate Responsibility Report on page 46.

 


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Governance     Directors’ Remuneration Report   77

 

    

 

Directors’ Remuneration Report

 

 

The Directors’ Remuneration Report (the Report) describes how the Group applies the principles of good governance relating to Directors’ remuneration. This Report has been prepared by the Remuneration Committee of RELX Group plc (the Committee) in accordance with the UK Corporate Governance Code, the UK Listing Rules, the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the UK Regulations) and the Dutch Corporate Governance Code (the Dutch Code).

 

The Report was approved by the Boards of RELX PLC, RELX NV and RELX Group plc. The Remuneration Policy was approved by shareholders at the 2014 Annual General Meeting of RELX PLC for three years. The policy can be found at www.relx.com/go/remunerationpolicy or on pages 79 to 85 of the 2013 Remuneration Report.

 

RELX PLC shareholders will be invited to vote on our 2015 Annual Remuneration Report (by way of a non-binding advisory vote) at the 2016 Annual General Meeting of RELX PLC.

 

The audited sections of the Report are clearly marked.

 

Introduction from the Remuneration Committee Chairman

As you will read elsewhere in this Annual Report, 2015 was another year of good progress for the company in which management continued to transform the business into a modern global provider of information and analytics for professional and business customers across industries. This is achieved by leveraging a deep understanding of the business’s customers to create innovative solutions which combine content and data with analytics and technology in global platforms. Management continues to build leading positions in long-term global growth markets, primarily through organic investment supplemented by selective acquisitions where the business is the natural owner and can accelerate the strategy with good returns. It continues to divest assets that do not have the potential for significant future value creation for the business.

By consistently following this strategy, management is improving the business profile of the Group and the quality of our earnings, i.e. more predictable revenues, a higher growth profile and improving returns. The results of this strategy and management effort have been reflected in the strong financial results of the Group over the past five years, with consistent revenue, profit and earnings per share (EPS) growth. This has resulted in good achievements against targets under the multi-year incentives.

Return on invested capital (ROIC) was introduced as a metric into the multi-year incentives in 2010 emphasising the focus on capital discipline. For the five years since, ROIC targets for multi-year incentive

purposes were increased for each subsequent grant cycle building on the progress made and demonstrating our ongoing commitment to improving returns. Over this period, ROIC has increased from 10.4% to 12.7%.

The 2015 annual incentive payments to the Executive Directors were marginally above target, resulting in payouts of around 70% of the maximum opportunity, a level relatively consistent over the past five years.

ROIC and EPS performance in respect of the 2013-15 cycle of the BIP (Bonus Investment Plan) and the ESOS (Executive Share Option Scheme) resulted in respective outcomes close to and at the full amount of the awards granted. The 2013-15 cycle of the LTIP (Long Term Incentive Plan) vested on 26 February 2016 at 93% with ROIC and total shareholder return (TSR) targets having been fully achieved and EPS above the middle of the target range.

The PSP award with a performance period ended 31 December 2015 granted to Nick Luff as compensation for forfeited entitlements from previous employment, which had the same targets as the LTIP, vested at the same level as the 2013-15 cycle of LTIP.

During 2015, fees were reviewed for Non-Executive Directors and the Chairman in the context of market data and practice of FTSE 30 companies, with some reference to AEX and US-listed companies. As a result, several adjustments were made which are set out on page 81. The changes include an increase to the Chairman fee and the Non-Executive Director base fee (both of which had last been reviewed during 2011). The changes took effect on 1 January 2016 and fall within the policy previously approved by shareholders.

In line with increases for the wider employee population, the Remuneration Committee has approved 2016 salary increases for the Executive Directors of 2.5%.

As we are not proposing any changes to the Remuneration Policy which was approved by shareholders in April 2014, it will continue to apply unchanged until the April 2017 Annual General Meetings of shareholders (AGMs). We will be reviewing our policy during 2016 with a view to presenting an updated remuneration policy for approval at the 2017 AGMs. In line with past practice, we will be consulting with major shareholders and shareholder representative bodies on this matter in advance.

This year’s Report has been prepared in a manner which balances the specific local requirements of the UK Regulations and the Dutch Code with the desire to provide additional information which may be helpful to our broader investor base.

Wolfhart Hauser

Chairman, Remuneration Committee

 

 

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78    RELX Group     Annual reports and financial statements 2015

 

    

 

Annual Remuneration Report

Single Total Figure of Remuneration – Executive Directors (audited)

 

            (a)     (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)  
          Short-term employee benefits     Pension     Share based awards     Total  
£’000          Salary     Benefits  (4)    

Annual

Incentive

    UK statutory
basis (1)
   

Dutch Civil

Code basis (2)

    UK statutory
basis (1,3)
    Dutch Civil
Code basis  (2)
    UK statutory
basis (1)
    Dutch Civil
Code basis  (2)
 

Erik

    2015        1,131        73        1,189        766        766        7,710        3,253        10,869        6,412   
     

Engstrom

    2014        1,104        60        1,170        692        562        14,421        3,943        17,447        6,839   
     

Nick Luff

    2015        666        19        700        200        200        1,464        1,928        3,049        3,513   
     
      2014        217        5        685        65        65        1,486        1,341        2,458        2,313   

 

(1) UK statutory basis (columns (d), (f) and (h)): These figures are calculated in accordance with the methodology set out in the UK Regulations. The figures for pensions reflect (i) for defined benefit schemes the calculation method set out in the UK Regulations less Directors’ contributions and participation fee; and (ii) for defined contribution schemes, payments made to the scheme or to the Executive Director in lieu of pension. The figure for performance-related share based awards includes share price appreciation since the date the award was granted. In the case of Erik Engstrom’s figures, the amount included that relates to share price appreciation is £8.8m for 2014 and £3.9m for 2015. For Nick Luff, the amount included that relates to share price appreciation is £0.2m for 2014 and £0.3m for 2015.

The figure for 2014 in column (f) disclosed in last year’s Report was, as required by the UK regulations, based on an estimate using prescribed average share prices and exchange rates and has been restated in this Report to reflect the actual amount vested and the actual share prices and exchange rates on the vesting dates of the 2012-14 cycle of BIP and ESOS and the final tranche of the discontinued Reed Elsevier Growth Plan (REGP). The vesting percentages under these plans were determined on 27 February 2015 and were in line with those disclosed on page 78 in the 2014 Remuneration Report. Using the share prices and exchange rates on the vesting dates increased the 2014 disclosed figure by £1,239,960 for Erik Engstrom and by £115,304 for Nick Luff.

The 2015 figures reflect the vesting of the 2013-15 cycle of BIP and ESOS and the first cycle of the new LTIP approved by shareholders in 2013. As the BIP, LTIP and ESOS vest after the approval date of this Report, the average share prices and foreign exchange rates for the last quarter of 2015 have been used to arrive at an estimated figure under the UK statutory basis in respect of these awards. The proportion of the value of Erik Engstrom’s share based awards under the UK statutory basis that relates to share price appreciation between the dates of grant and vesting is 61% (or £8.8m) for 2014 (reported on an estimated basis in the 2014 Remuneration Report as being £7.6m) and 53% (or £3.9m) for 2015 using, as required, the average share prices for the last quarter of 2015.

 

(2) Dutch Civil Code basis (columns (e), (g) and (i)): These figures comply with the requirements of the Dutch Civil Code. In respect of pensions, as of 2015, the calculations basis for the Dutch Civil Code disclosure equals the UK statutory basis. The 2014 pension figure for the CEO was calculated on a basis consistent with prior disclosure. The figures for share based awards comprise the multi-year incentive charges in accordance with IFRS2 – Share based Payment. These IFRS2 charges do not reflect the actual value received on vesting.

 

(3) Exchange rates used for share based awards: The exchange rates used to convert share based awards to pounds sterling are (i) for the UK statutory basis, those that applied at the vesting dates or, if vesting has not occurred at the time of sign off of this Report, the average exchange rates for the last quarter of 2015, (ii) for dividend equivalents, the exchange rates at the time of payment and (iii) for estimated dividend equivalents in respect of awards for which vesting has not occurred at the time of sign off of this Report and which are yet to be paid, the average exchange rates for the last quarter of 2015.

 

(4) Benefits: Each Executive Director receives a car allowance, private medical/dental insurance and the company meets the cost of tax return preparation. The single figure disclosures for 2014 above have been restated in respect of (b), (h) and (i) as a result of a recent HMRC assessment of the imputed benefit of tax preparation services provided to Mr Engstrom which increased the deemed amount of the benefit including tax thereon by £31,635. The HMRC assessment basis has been used for determining the deemed amount of tax preparation services provided to Mr Engstrom in 2015. The actual level of tax return support Erik Engstrom receives is unchanged from prior years and falls within the previously approved policy.

 

(5) Total remuneration for Directors: This is set out in note 28 to the consolidated financial statements on page 136.


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Governance     Directors’ Remuneration Report   79

 

    

 

2015 Annual Incentive

Set out below is a summary of performance against each financial measure and the resulting annual incentive payments for 2015 (payable in March 2016):

 

 

Performance

measure

 

 

Relative

weighting

 

 

Achievement vs target

 

 

Payout as %

of salary

Erik Engstrom

 

 

 

Payout as %

of salary

Nick Luff

 

 

Revenue

 

 

30%

 

 

Underlying revenue growth of 3% was at target, reflecting good growth in electronic and face-to-face revenues in a mixed macroeconomic environment.

 

 

 

Close to 30%

 

 

Close to 30%

 

Adjusted profit

after tax

 

 

30%

 

 

Total adjusted profit after tax grew by 6% in constant currency, just above target, reflecting a combination of underlying revenue growth and continued process innovation.

 

 

 

Just above 30%

 

 

Just above 30%

 

Cash flow

conversion rate

 

 

10%

 

 

Cash flow conversion of 94% was at target, reflecting strong profits and the cash flow impact from continued capital expenditure to enable continued investment in technology and new products and services.

 

 

 

Close to 10%

 

 

Close to 10%

 

Key Performance

Objectives (KPOs)

 

Erik Engstrom

(six KPOs)

 

 

30%

 

 

The first KPO, related to business profile evolution through organic development and integration of targeted acquisitions, was achieved.

 

The second KPO, related to further portfolio reshaping and disposals, was achieved.

 

The third KPO, related to the implementation of a simplified corporate structure, was achieved.

 

The fourth KPO, related to technology-driven initiatives that extend across the business areas, was achieved.

 

The fifth KPO, related to specific product development priorities and market segment milestones within each business area, was almost fully achieved.

 

The sixth KPO, related to meeting the quantified targets and completing the actions listed as 2015 objectives in the prior year’s Corporate Responsibility Report, was almost fully achieved.

 

 

 

Close to 30%

   

 

Key Performance

Objectives (KPOs)

 

Nick Luff

(six KPOs)

 

 

30%

 

 

The first KPO, related to 2015 business performance and financial results, was achieved.

 

The second KPO, related to achieving specific deliverables on balance sheet priorities, was achieved.

 

The third KPO, related to the management of the audit process, was achieved.

 

The fourth KPO, related to specific deliverables for the finance function, was almost fully achieved.

 

The fifth KPO, related to the implementation of the corporate structure changes, was achieved.

 

The sixth KPO, related to meeting the quantified targets and completing the actions listed as 2015 objectives in the prior year’s Corporate Responsibility Report, was almost fully achieved.

 

     

 

Close to 30%

           

 

105.1%*

 

 

105.1%*

 

Total payment

 

         

 

£1,189,110

 

 

 

£700,230

 

* The maximum annual incentive opportunity is 150% of base salary.

The Board believes that disclosing details beyond the level of specificity that is included above would be commercially sensitive and would give competitors an unfair insight into our strategic direction and annual execution plans.

Multi-year incentives

Multi-year incentives with a performance period ended 31 December 2015 were for Erik Engstrom 2013 BIP, LTIP and ESOS and for Nick Luff a performance share award granted as part compensation for forfeited entitlements from previous employment.

The Committee assessed the performance measures for these awards and made an overall assessment of underlying business performance and other relevant factors. The vesting outcome resulting from this review is summarised overleaf.

 

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80    RELX Group     Annual reports and financial statements 2015

 

    

 

LTIP: 2013-15 cycle performance outcome

 

Performance measure

  

 

Weighting

  

 

Performance range

and vesting

levels set at grant  (1)

          

 

Achievement against the

performance range

  

 

Resulting vesting

percentage

 

TSR over the three-year performance period

  

 

1/3 rd

  

 

below median

  

 

 

 

0%

 

  

  

 

In upper quartile

  

 

100%

      median      30%       of all three   
      upper quartile      100%       comparator groups   
                              
Average growth in adjusted EPS over the    1/3 rd    below 5% p.a.      0%         
three-year performance period (2)       5% p.a.      33%         
      6% p.a.      52.5%         
      7% p.a.      65%         
      8% p.a.      75%       8.5% p.a.    80%
      9% p.a.      85%         
      10% p.a.      92.5%         
      11% p.a. and above      100%         
                              
ROIC in the third year of the performance period (2)    1/3 rd    below 11.2%      0%         
      11.2%      33%         
      11.45%      52.5%         
      11.7%      65%         
      11.95%      75%       above 12.7%    100%
      12.2%      85%         
      12.45%      92.5%         
      12.7% and above      100%         
                              
Total vesting percentage:                93.3%
                              

 

(1) Calculated on a straight-line basis for performance between the points.
(2) The calculation methodology for EPS and ROIC is set out in the 2013 Notices of Annual General Meetings, which can be found on the company’s website.

 

Nick Luff: PSP award to compensate for forfeited entitlements from previous employment with performance period ended 31 December 2015    93.3%        

 

The metrics, targets, vesting scale and weighting applicable to this award were the same as those applicable to the 2013-2015 cycle of LTIP set out above. Consequently, the individual vesting percentages by element and the total vesting percentage applicable to this award mirror those above.

 

BIP: 2013-15 cycle performance outcome

 

Performance measure

  

 

Weighting

  

 

Performance range and vesting

levels set at grant  (1)

    

 

Achievement against the

performance range

  

 

Resulting vesting

percentage

Average growth in adjusted EPS over the

   50%    below 4% p.a.      0%         

three-year performance period (2)

      4% p.a.      50%         
      6.5% p.a.      75%       8.5% p.a.    95.0%
      9% p.a. or above      100%         
                              

ROIC in the third year of the performance period (2)

   50%    below 11.2%      0%         
      11.2%      50%         
      11.7%      75%         
      12.2% or above      100%       above 12.2%     100%
                              

Total vesting percentage:

               97.5%
                              

 

(1) Calculated on a straight-line basis for performance between the points.
(2) The calculation methodology for EPS and ROIC is set out in the 2010 Notices of Annual General Meetings, which can be found on the company’s website.

ESOS: 2013-15 cycle performance outcome

 

Performance measure

  

 

Weighting

  

 

Performance range and vesting

levels set at grant (1)

    

 

Achievement against the

performance range

  

 

Resulting vesting

percentage

Average growth in adjusted EPS over the three-year

   100%    below 4% p.a.      0%         

performance period (2)

      4% p.a.      33%       above 8% p.a.    100%
      6% p.a.      80%         
      8% p.a. or above      100%         
                              

 

(1) Calculated on a straight-line basis for performance between the stated average adjusted EPS growth percentages.
(2) The calculation methodology for EPS is set out in the 2013 Notices of Annual General Meetings, which can be found on the company’s website.


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Governance     Directors’ Remuneration Report   81

 

    

 

 

Single Total Figure of Remuneration – Non-Executive Directors (audited)   
       

Total fee

 

      

Benefits (1)

 

      

 

Total     

 

 
       

 

2015

 

      

2014

 

      

2015

 

      

2014

 

      

2015

 

      

2014     

 

 

 

Anthony Habgood

    

 

 

 

£550,000

 

  

    

 

 

 

£550,000

 

  

    

 

 

 

£2,242

 

  

    

 

 

 

£2,150

 

  

    

 

 

 

£552,242

 

  

    

 

 

 

£552,150    

 

  

Wolfhart Hauser

       £94,010           £90,000           £780           £720           £94,790           £90,720       

Adrian Hennah

       £77,500           £77,500           £780           £720           £78,280           £78,220       

Lisa Hook

       £110,000           £110,000           £1,620           £1,230           £111,620           £111,230       

Marike van Lier Lels (2)

       86,038           70,272                               86,038           70,272       

Robert Polet

       £77,500           £77,500           £1,620           £1,230           £79,120           £78,730       

Linda Sanford

       £77,500           £77,500           £1,620           £1,230           £79,120           £78,730       

Ben van der Veer (2)

       119,000           119,000           1,159           632           120,159           119,632       

 

(1) Benefits comprise the notional benefit of tax filing support provided to Non-Executive Directors for filings outside their home country resulting from their directorships with the Group. The incremental assessable benefit charge per tax return for 2015 was £840 (£510 in 2014) for a UK tax return and £780 (£720 for 2014) for a Netherlands tax return. Anthony Habgood’s benefits also include £1,462 (£1,430 in 2014) in respect of private medical insurance. Further, the company meets all reasonable travel, subsistence, accommodation and other expenses, including any tax where such expenses are deemed taxable, incurred by the Non-Executive Directors and the Chairman in the course of performing their duties.
(2) The pounds sterling equivalent of the total fees and benefits for Marike van Lier Lels and Ben van der Veer (converted at the average exchange rate applicable to the years of reporting) were £62,347 (£56,671 in 2014) and £87,072 (£96,478 in 2014) respectively for 2015. Marike van Liers Lels joined the Boards of RELX PLC and RELX Group on 1 July 2015 and the increase in fees relates to her membership of these Boards. For the purposes of reporting the total fees and benefits, the pounds sterling benefit for Ben van der Veer has been converted into euros at the average exchange rate for the relevant year.
(3) The total remuneration for Directors is set out in note 28 to the consolidated financial statements on page 136.

Non-Executive Directors’ fees

The fees in the Single Total Figure table for Non-Executive Directors reflect the following fees in 2015:

 

      Annual fee 2016                  Annual fee 2015 and 2014  

Chairman

     £625,000         £550,000   

Non-Executive Directors*

     £75,000/ 95,000         £65,000/ 80,000   

Senior Independent Director

     £30,000         £25,000   

Chairman of:

     

– Audit Committee

     35,000         30,000   

– Remuneration Committee

     £25,000         £25,000   

Committee membership fee:

     

– Audit Committee

     £15,000/ 20,000         £12,500/ 15,000   

– Remuneration Committee

     £15,000/ 20,000         £12,500/ 15,000   

– Nominations Committee

     £10,000/ 12,500         £7,500/ 9,000   

 

* Prior to joining the RELX PLC and RELX Group Boards on 21 July 2015, an annual fee of 65,000 was payable to Marike van Lier Lels in respect of her membership of the RELX NV Board, reflecting her time commitment to that company. Further, until the corporate structure change in July 2015, she chaired the Supervisory Board of Elsevier Reed Finance BV for which an annual fee of 10,000 was payable.

 

Fees may be reviewed annually, although in practice they have changed on a less frequent basis. During 2015, fees were reviewed in the context of market data and practice of the FTSE 30 companies, with some reference to AEX and US-listed companies. As a result, adjustments were made to Mr Habgood’s fee, the non-executive director base fee and the Audit Committee Chairman fee (all of which had last been reviewed during 2011 and increased with effect from 1 January 2012). Further, adjustments were also made to the Senior Independent Director fee (last reviewed during 2013 and increased with effect from 1 January 2014) and committee membership fees (introduced with effect from 1 January 2014). The changes which took effect on 1 January 2016 are set out in the table above and fall within the policy previously approved by shareholders at the 2014 Annual General Meetings.

 

 

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82    RELX Group     Annual reports and financial statements 2015

 

    

 

 

Total pension entitlements (audited)

Erik Engstrom is a member of the Group’s UK defined benefit pension arrangements. Further details are provided in the Policy Report on page 79 of the 2013 Remuneration Report and below.

Pension – Standard information

 

Age at    Normal    Director’s    Participation    Total of director’s
December    retirement    contributions    fee    contributions &
2015    age                participation fee

52

   60    £13,001    £44,217    £57,218

The CEO pays a participation fee on the amount of his base salary which exceeds the UK earnings cap. This fee was 3% until 31 March 2015, increased to 5% on 1 April 2015 and will be 7% from 1 April 2016.

Pension – UK statutory basis

 

Accrued annual    Accrued annual    Single figure
pension at    pension at    pensions value
31 December 2014    31 December 2015      

£266,868

   £308,013    £765,703 (1)

 

(1) Net of Director’s contribution and participation fee.
 

 

Scheme interests awarded during the financial year (audited)
CURRENT MULTI-YEAR INCENTIVE PLANS               
  Basis on which   Face value   Value of awards if   Percentage of maximum that   End of
  award is made   of award at   vest in line with   would be received if threshold   performance
        grant (1)   expectations (2)   performance achieved (3)   period
BIP – matching share awards
Erik Engstrom   Opportunity to   £1,103,780   £739,532   If one measure pays out at threshold,   31 December
  invest cash and/or       the overall payout is 25%. If both   2017
  shares up to value       measures pay out at threshold,  
  of annual incentive       the overall payout is 50%.  
  target opportunity and receive up to        
Nick Luff   1 for 1 matching   £649,986   £435,491    
    award                
LTIP – performance share awards
Erik Engstrom   250% of salary   £2,759,526   £1,379,763   If the measure with the lowest payout   31 December
Nick Luff   200% of salary   £1,299,989   £649,995   at threshold pays out at threshold,   2017
        the overall payout is 3%. If each  
        measure pays out at threshold,  
                the overall payout is 32%.    
ESOS – market value options
Erik Engstrom   250% of salary   £2,759,526   £441,524   33%   31 December
Nick Luff   200% of salary   £1,299,989   £207,998       2017

 

(1) The face value of the LTIP and ESOS awards is calculated using (i) the middle market quotation of a PLC ordinary share (£11.520); (ii) the closing price of a NV ordinary share ( 23.075); and (3) the exchange rate on the day before grant (1 April 2015). These share prices are used to determine the number of awards granted, as well as to set option exercise prices. The face value of the ESOS options shown in this column has not been reduced to reflect the fact that the aggregate option price is payable on exercise. The face value of the BIP awards is calculated using the average price of participants’ investment shares purchased by the trustee on 2 April 2015. For the matching award to Erik Engstrom, who invested in NV ADRs, the price per NV ADR was $50.136 and for the matching award to Nick Luff, who invested in PLC and NV ordinary shares, the price per PLC ordinary share was £11.530 and the price per NV ordinary share was 23.060. The 2015 grants were made in April and therefore the share prices above reflect the position prior to the change in the equalisation ratio and bonus share issue that took effect from 1 July 2015. The face values for BIP and LTIP do not take into account the dividend equivalents relating to those awards.
(2) For BIP, LTIP and ESOS, vesting in line with expectations is as per the performance scenario chart disclosed on page 83 of the 2013 Remuneration Report, i.e. 67% for BIP, 50% for LTIP and 80% for ESOS. For options vesting in line with expectations, a valuation factor of 20% of the face value of the award at grant has been applied.
(3) Threshold payout levels for each measure have been included. Where there are multiple measures, it is possible to achieve threshold, and hence payout, in respect of just one of the measures (or, for TSR, in respect of one of the three TSR comparator groups). The performance measures and targets for awards granted in 2015 under each of the plans are set out on page 83.


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Governance     Directors’ Remuneration Report   83

 

    

 

The following targets and vesting scales apply to awards granted in 2015:

BIP: 2015-17 cycle

 

Match earned on personal
investment
 

Average growth in adjusted

EPS over the three-year

performance period*

 

ROIC in the third
year of the

performance

period*

0%

  below 4% p.a.   below 12.3%

50%

  4% p.a.   12.3%

75%

  6.5% p.a.   12.8%

100%

  9% p.a. or above   13.3% or above

* EPS and ROIC have equal weighting and straight-line vesting applies to performance between the points.

LTIP: 2015-17 cycle

Vesting is dependent on three separate performance measures of equal weighting: a TSR measure comprising three comparator groups, an EPS measure and a ROIC measure. (1)

 

Vesting percentage of each third of

the TSR tranche (2)

 

TSR ranking within the relevant TSR

comparator group

0%

  Below median

30%

  Median

100%

  Upper quartile

 

(1) The calculation methodology for TSR, EPS and ROIC is set out in the 2013 Notices of Annual General Meetings, which can be found on the company’s website.
(2) Vesting is on a straight-line basis for performance between the minimum and maximum levels.

The three TSR comparator groups (Sterling, Euro and US Dollar) reflect the fact that the Group accesses equity capital markets through three exchanges – London, Amsterdam and New York – in three currency zones. The Group’s TSR performance is measured separately against each comparator group and each ranking achieved will produce a payout, if any, in respect of one-third of the TSR measure. The proportion of the TSR measure that vests will be the sum of the three payouts.

Each comparator group comprises approximately 40 companies. The companies for the 2015-17 LTIP cycle were selected on the following basis (unchanged from prior year):

 

(a) they were in a relevant market index or are the largest listed companies on the relevant exchanges at the end of the year before the start of the performance period: the FTSE 100 for the Sterling group; AEX, Euronext and the Frankfurt Stock Exchange for the Euro group; and the S&P 500 for the US Dollar group;

 

(b) certain companies were then excluded:

 

  ¡   those with mainly domestic revenues (as they do not reflect the global nature of the Group’s customer base);

 

  ¡   those engaged in extractive industries (as they are exposed to commodity cycles); and

 

  ¡   financial services companies (as they have a different risk/ reward profile).

 

(c) the remaining companies were then ranked by market capitalisation and, for each comparator group, the 20 companies above and below the Group were taken; and

 

(d) relevant listed global peers operating in businesses similar to those of the Group but not otherwise included were added.

 

Vesting percentage of EPS

and ROIC tranches*

 

Average growth in adjusted

EPS over the three-year

performance period

 

ROIC in the third

year of the

performance

period

0%

  below 5% p.a.   below 12.3%

33%

  5% p.a.   12.3%

52.5%

  6% p.a.   12.55%

65%

  7% p.a.   12.8%

75%

  8% p.a.   13.05%

85%

  9% p.a.   13.3%

92.5%

  10% p.a.   13.55%

100%

  11% p.a. or above   13.8% or above

* Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth/ROIC percentages.

ESOS: 2015-2017 cycle

 

Proportion of the award vesting  

Average growth in adjusted

EPS over the three-year

performance period*

0%

  below 4% p.a.

33%

  4% p.a.

80%

  6% p.a.

100%

  8% p.a. or above

* Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth percentages.

 

LOGO

 


Table of Contents
84    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

External appointments

The Committee believes that the experience gained by allowing Executive Directors to serve as Non-Executive Directors on the boards of other organisations is of benefit to the Group. Accordingly, Executive Directors may, subject to the approval of the Chairman and the CEO (or the Chairman only in the case of the CEO), serve as Non-Executive Directors on the boards of up to two non-associated companies (of which only one may be a major company) and they may retain remuneration arising from such appointments.

Erik Engstrom is a Non-Executive Director of Smith & Nephew plc and received fees of £69,650 for 2015 (appointed 1 January 2015).

Nick Luff is a Non-Executive Director of Lloyds Banking Group plc and received fees of £135,000 for 2015 (£45,000 in 2014 for the period since his appointment as a Director of the Group).

Payments to past Directors and payments for loss of office (audited)

In respect of Duncan Palmer, tax return preparation fees including tax thereon of £65,993 relating to the filing of his tax returns for the year in which he ceased to be a director were met by the company. As a result of the recent HMRC assessment of the imputed benefit of tax preparation services provided to directors (see footnote (4) on page 78), the deemed additional benefit provision including tax thereon has been estimated by HRMC to be £61,083 for 2014 and £35,355 for 2013 in relation to Mr Palmer. There have been no payments for loss of office in 2015.

Statement of Directors’ shareholdings and other share interests (audited)

Shareholding requirement

The Committee believes that a closer alignment of interests can be created between senior management and shareholders if executives build and maintain a significant personal stake in the Group. The shareholding requirements applicable to the Executive Directors are set out in the table below. Shares that count for this purpose are any type of RELX PLC or RELX NV security owned outright by the individual and their spouse, civil partner or dependent child.

Meeting the shareholding requirement is both a vesting condition for awards granted and a requirement to maintain eligibility for future awards. Shareholding requirements fall away on leaving the company.

On 31 December 2015, the Executive Directors’ shareholdings were as follows (valued using the middle market closing prices of the relevant securities):

 

     

Shareholding

requirement

(% of 31 December 2015

annual base salary)

  

Actual shareholding

as at 31 December 2015

(% of 31 December 2015

annual base salary)

Erik Engstrom

   300%    923%

Nick Luff

   200%    245%
 

 

Share interests (number of shares held)

 

     

RELX PLC ordinary shares

 

    

RELX NV ordinary shares

 

    

TOTAL RELX ordinary shares

 

 
     

1 January

2015

    

    31 December

2015

    

    1 January

2015*

    

    31 December

2015**

    

    1 January

2015*

    

    31 December

2015**

 

Erik Engstrom

     118,552         127,040         794,784         802,151         913,336         929,191   

Anthony Habgood

     50,000         50,000         38,450         38,450         88,450         88,450   

Wolfhart Hauser

     4,107         4,107         3,091         3,091         7,198         7,198   

Adrian Hennah

     10,508         10,508               10,508         10,508   

Lisa Hook

           7,382         7,382         7,382         7,382   

Marike van Lier Lels

              3,000            3,000   

Nick Luff

     17,187         67,534         18,619         73,233         35,806         140,767   

Robert Polet

     1,000         1,000               1,000         1,000   

Linda Sanford

     6,700         6,700            3,000         6,700         9,700   

Ben van der Veer

                       10,766         10,766         10,766         10,766   

* For ease of comparison with the position at year end which reflects the bonus share issue, the opening balance has been restated.

** Reflects impact of the bonus share issue effective from 1 July 2015 of 0.538 NV ordinary shares for each NV ordinary share held.

There have been no changes in these share interests at the date of this Report.


Table of Contents
Governance     Directors’ Remuneration Report   85

 

    

 

 

 

Multi-year incentive interests (audited)

The tables below and on page 86 set out vested but unexercised and unvested options and unvested share awards held by the Executive Directors including details of options and awards granted and options exercised and awards vested during the year of reporting.

All outstanding unvested options and share awards are subject to performance conditions. For disclosure purposes, any PLC and

NV ADRs awarded under the multi-year plans are included as ordinary shares. The balance of NV ordinary shares held as at 31 December 2015 reflects the impact of the bonus share issue of 0.538 NV ordinary shares for every NV ordinary share held which took effect from 1 July 2015. Between 31 December 2015 and the date of this Report, there have been no changes in the options or share awards held by the Executive Directors.

 

 

Erik Engstrom

 

 

OPTIONS

  

Year of

grant

   

Type of

security

    

No. of

options

held on

1 Jan

2015

    

No. of

options

granted

during

2015

    

Option

price on

date of

grant

    

No. of

options

exercised

during

2015

    

Market

price per

share at

exercise

    

Restated

option

price (1)

    

 

Restated

no. of

options

held on

31 Dec

2015 (2)

    

Unvested

options

vesting on

    

Options

exercisable

until

 

ESOS

     2011        PLC ord         139,146            £5.390         139,146         £11.520               
       NV ord         92,953            8.969         92,953         23.010               
     2012 (3)       PLC ord         198,836            £5.155                 £5.155         198,836            02 May 22   
       NV ord         139,742            9.030                 5.871         214,923            02 May 22   
     2013        PLC ord         178,799            £7.345                 £7.345         178,799         09 May 16         09 May 23   
       NV ord         124,337            12.530                 8.147         191,230         09 May 16         09 May 23   
     2014        PLC ord         145,604            £9.245                 £9.245         145,604         07 Apr 17         07 Apr 24   
       NV ord         102,839            15.820                 10.286         158,166         07 Apr 17         07 Apr 24   
     2015        PLC ord            119,771         £11.520                 £11.520         119,771         02 Apr 18         02 Apr 25   
               NV ord                  82,158         23.075                           15.003         126,358         02 Apr 18         02 Apr 25   

Total PLC ords

  

       662,385         119,771            139,146                 643,010         

Total NV ords

  

             459,871         82,158                  92,953                           690,677                     

 

(1) The exercise prices for options over NV ordinary shares reflect the change in the equalisation ratio and bonus share issue that took effect from 1 July 2015. This change did not impact the economic interests of the Executive Directors.
(2) The NV ordinary share positions reflect the impact of the bonus share issue. This change did not impact the economic interests of the Executive Directors.
(3) The performance outcome for the ESOS 2012 was disclosed on page 78 of the 2014 Remuneration Report.

 

 

SHARES

 

Year of

grant

   

Type of

security

   

No. of

unvested

shares

held on

1 Jan 2015

   

No. of

shares

awarded

during

2015

   

Market price

per share

at award

   

No. of shares

vested/

performance

tested during

2015

   

Market price

per share at

vesting/

performance

testing

   

Restated

market price

per share

at award (1)

   

 

Restated

no. of

unvested/non-

performance

tested shares

held on

31 Dec 2015 (2)

   

End of

performance

period

   

Date of

release

 

BIP

    2012 (3)       NV ord        136,950          9.030        132,608        22.089           
    2013        NV ord        96,830          12.530              8.147        148,924        Dec 2015        H1 2016   
    2014        NV ord        81,388          15.820              10.286        125,174        Dec 2016        H1 2017   
    2015        NV ord          63,464        23.075              15.003        97,607        Dec 2017        H1 2018   

LTIP

    2013        PLC ord        178,799          £7.345              £7.345        178,799        Dec 2015        H1 2016   
      NV ord        124,337          12.530              8.147        191,230        Dec 2015        H1 2016   
    2014        PLC ord        145,604          £9.245              £9.245        145,604        Dec 2016        H1 2017   
      NV ord        102,839          15.820              10.286        158,166        Dec 2016        H1 2017   
    2015        PLC ord          119,771        £11.520              £11.520        119,771        Dec 2017        H1 2018   
      NV ord          82,158        23.075              15.003        126,359        Dec 2017        H1 2018   

REGP (4)

    2013        PLC ord        321,895          £7.760        262,114        £11.154           
              NV ord        450,494                13.150        344,722        22.089                                   

Total PLC ords

  

    646,298        119,771          262,114              444,174       

Total NV ords

  

    992,838        145,622                477,330                        847,460                   

 

(1) The market prices on grant for awards over NV ordinary shares have been restated to reflect the change in the equalisation ratio and bonus share issue that took effect from 1 July 2015. This change did not impact the economic interests of the Executive Directors.
(2) The NV ordinary share positions reflect the impact of the bonus share issue. This change did not impact the economic interests of the Executive Directors.
(3) The performance outcome for the BIP 2012 was disclosed on page 78 of the 2014 Remuneration Report.
(4) The performance outcome for the second and final tranche of the REGP is set out on page 78 of the 2014 Remuneration Report.

 

LOGO

 


Table of Contents
86    RELX Group     Annual reports and financial statements 2015

 

    

 

 

Nick Luff

 

 

OPTIONS

  

Year of

grant

    

Type of

security

    

No. of

options

held on

1 Jan

2015

    

No. of

options

granted

during

2015

    

Option

price on

date of

grant

    

No. of

options

exercised

during

2015

  

Market 

price per 

share at 

exercise 

  

Restated

option

price (1)

    

 

Restated

no. of

options

held on

31 Dec

2015 (2)

    

Unvested

options

vesting on

    

Options

exercisable

until

 

ESOS

     2014         PLC ord         65,656            £9.900                 £9.900         65,656         02 Sep 17         02 Sep 24   
        NV ord         46,963            17.50                 11.378         72,228         02 Sep 17         02 Sep 24   
     2015         PLC ord            56,423         £11.520                 £11.520         56,423         02 Apr 18         02 Apr 25   
                NV ord                  38,704         23.075                   15.003         59,526         02 Apr 18         02 Apr 25   

Total PLC ords

  

        65,656         56,423                       122,079         

Total NV ords

  

              46,963         38,704                                     131,754                     

 

(1) The exercise prices for options over NV ordinary shares reflect the change in the equalisation ratio and bonus share issue that took effect from 1 July 2015. This change did not impact the economic interests of the Executive Directors.
(2) The NV ordinary share positions reflect the impact of the bonus share issue. This change did not impact the economic interests of the Executive Directors.

 

 

SHARES

   Year of
grant
    Type of
security
    

No. of

unvested

shares

held on

1 Jan 2015

    

No. of

shares

awarded

during

2015

    

Market price

per share

at award

    

No. of shares

vested/

performance

tested during

2015

    

Market price

per share at

vesting/

performance

testing

    

Restated

market price

per share

at award (1)

    

 

Restated

no. of

unvested/non-

performance

tested shares

held on

31 Dec 2015 (2)

    

End of

performance

period

    

Date of

release

 

BIP

     2014        PLC ord         32,630            £9.900                 £9.900         32,630         Dec 2016         H1 2017   
       NV ord         22,870            17.500                 11.378         35,174         Dec 2016         H1 2017   
     2015        PLC ord            28,187         £11.520                 £11.520         28,187         Dec 2017         H1 2018   
       NV ord            19,194         23.075                 15.003         29,520         Dec 2017         H1 2018   

LTIP

     2014        PLC ord         65,656            £9.900                 £9.900         65,656         Dec 2016         H1 2017   
       NV ord         46,963            17.500                 11.378         72,229         Dec 2016         H1 2017   
     2015        PLC ord            56,423         £11.520                 £11.520         56,423         Dec 2017         H1 2018   
       NV ord            38,704         23.075                 15.003         59,526         Dec 2017         H1 2018   

PSP

     2014 (3)       PLC ord         65,656            £9.900         65,656         £11.154               
       NV ord         46,963            17.500         46,963         22.089               
     2014        PLC ord         65,656            £9.900                 £9.900         65,656         Dec 2015         H1 2016   
               NV ord         46,963                  17.500                           11.378         72,229         Dec 2015         H1 2016   

Total PLC ords

  

       229,598         84,610            65,656                 248,552         

Total NV ords

  

             163,759         57,898                  46,963                           268,678                     

 

(1) The market prices on grant for awards over NV ordinary shares have been restated to reflect the change in the equalisation ratio and bonus share issue that took effect from 1 July 2015. This change did not impact the economic interests of the Executive Directors.
(2) The NV ordinary share positions reflect the impact of the bonus share issue. This change did not impact the economic interests of the Executive Directors.
(3) The performance outcome for this PSP award is set out on page 78 of the 2014 Remuneration Report.


Table of Contents
Governance     Directors’ Remuneration Report   87

 

    

 

 

Performance graphs

The graphs below show total shareholder returns for RELX PLC and RELX NV, calculated on the basis of the average share price in the 30 trading days before the respective year end and assuming dividends were reinvested. RELX PLC’s performance is compared with the FTSE 100 and RELX NV with the AEX Index (to reflect their respective memberships of those indices). The three-year charts cover the performance period of the 2013-15 cycle of the LTIP.

 

LOGO

UK regulations require disclosure of the relative share performance for the seven calendar years ended 31 December 2015, of RELX PLC. During that period the total return for the FTSE 100 was +84% while TSR for RELX PLC was +211%, an outperformance of 127 percentage points.

 

LOGO

 


Table of Contents
88    RELX Group     Annual reports and financial statements 2015

 

    

 

 

CEO historical pay table

The table below shows the historical CEO pay over an eight-year period. The year 2008 has been included to show the pre-2009 position, as 2009 was a transition year with three CEO incumbents.

 

                     
£‘000    2008             2009 (3)              2010      2011      2012     2013     2014     2015  
CEO   

Sir Crispin

Davis

    

Sir Crispin

Davis

    Ian
Smith
     Erik
Engstrom
     Erik
Engstrom
     Erik
Engstrom
     Erik
Engstrom
    Erik
Engstrom
    Erik
Engstrom
   

Erik

Engstrom

 
Annualised base salary      1,181         1,181        900         1,000         1,000         1,025         1,051        1,077        1,104        1,131   
   
Annual incentive payout as a % of maximum      61%         30%        37%         71%         67%         66%         73%        70%        71%        70%   
   
Multi-year incentive vesting as a % of maximum      100%         0%        0%         0%         0%         0%         70% (4)       96% (4)       90% (4)       97% (4)  
   
CEO total (UK statutory basis) (1)      7,193         706        1,033         426         3,140         2,738         11,145 (5)       5,463 (6)       17,447 (6,7)       10,869 (8)  
   
CEO total (Dutch Civil Code basis) (2)      6,631         (514     1,033         431         2,675         5,045         5,443        6,100 (6)       6,839 (6)       6,412   

 

(1) UK statutory basis: This is described in footnote (1) to the Single Total Figure of Remuneration table on page 78.
(2) Dutch Civil Code basis: This is described in footnote (2) to the Single Total Figure of Remuneration table on page 78.
(3) Sir Crispin Davis was CEO from 1 January to 31 March, Ian Smith was CEO from 1 April to 10 November and Erik Engstrom was CEO from 11 November to 31 December.
(4) The 2015 percentage reflects BIP, LTIP and ESOS. The 2014 percentage reflects the final tranche of the discontinued REGP, BIP and ESOS. The 2013 percentage reflects BIP and ESOS only and the 2012 figure reflects the first tranche of the discontinued REGP and BIP.
(5) The 2012 figure reflects the vesting of the first tranche of the discontinued REGP and includes the entire amount that was performance tested over the 2010-12 period, including the 50% of shares deferred until 2015 in accordance with the plan rules including £3m attributed to share price appreciation.
(6) Restated to reflect the recent HMRC assessment of the imputed benefit of tax preparation services including tax thereon provided to the Executive Directors (see footnote (4) on page 78). For 2013 this increases the benefit figure by £33,457.
(7) The 2014 figure includes the vesting of the second and final tranche of the discontinued REGP and includes £8.8m attributed to share price appreciation. The UK statutory basis has been restated for actual share prices and foreign exchange rates applicable on the dates of vesting (see page 78 for further detail).
(8) The 2015 figure includes £3.9m attributed to share price appreciation.


Table of Contents
Governance     Directors’ Remuneration Report   89

 

    

 

 

 

Comparison of change in CEO pay with change in employee pay

The table below shows the percentage change in remuneration (salary, benefits and annual incentive) from 2014 to 2015 for the CEO compared with the average employee.

 

      % change from 2014 to 2015    
      CEO      Average employee (1)     

Salary

   2.5%      2.5%    

Benefits

   21% (2)      2.5%    

Annual incentive

   1.7%      2.3%    

 

(1) This reflects a substantial proportion of our global employee population.
(2) The increase in Mr Engstrom’s 2015 benefit reflects an HMRC assessment of the imputed benefit of tax preparation services provided to Mr Engstrom and an increase in medical insurance premiums. The level of tax return support and medical benefit Mr Engstrom receives is unchanged from prior years and falls within the previously approved policy.

Relative importance of spend on pay

The following table sets out the total employee costs for all employees, as well as the amounts paid in dividends and share repurchases.

 

        2015 (£m)      2014 (£m)      % change    

Employee costs*

     1,751      1,709      +2.5%    

Dividends

     583      565      +3%    

Share repurchases

     500      600      -17%    

* Employee costs include wages and salaries, social security costs, pensions and share based and related remuneration. After adjusting for fluctuations in the Group’s principal trading currencies, employee costs rose 3% in constant currency.

Implementation of Remuneration Policy in 2016

Salary: The Committee has awarded a salary increase of 2.5% to the Executive Directors, which means that, from 1 January 2016, Erik Engstrom’s salary rose to £1,159,693 and Nick Luff’s salary to £682,906. This is in line with the guidelines agreed for employees in the Group’s most significant locations globally for 2016.

AIP: The operation of the AIP in 2016 remains the same as in 2015. Details of annual financial targets and KPOs are not disclosed as the Board believes that these are commercially sensitive and that disclosing them would give competitors an unfair insight into our strategic direction and annual execution plans. The targets are designed to be challenging relative to the 2016 execution plan.

Multi-year incentives: The award levels (% of salary) for 2016 are:

 

      CEO      CFO        

BIP opportunity

   100%      100%     

LTIP

   250%      200%     

ESOS

   250%      200%       

The targets and vesting scales for the multi-year incentive awards to be granted in 2016 are as follows:

BIP: 2016-18 cycle

 

Match earned on personal

investment

  

Average growth in adjusted

EPS over the three-year

performance period*

  

ROIC in the third

year of the

performance

period*

0%

   below 4% p.a.    below 12.3%

50%

   4% p.a.    12.3%

75%

   6.5% p.a.    12.8%

100%

   9% p.a. or above    13.3% or above

* EPS and ROIC have equal weighting and straight-line vesting applies to performance between the points.

LTIP: 2016-18 cycle

Vesting is dependent on three separate performance measures of equal weighting: a TSR measure (comprising three comparator groups), an EPS measure and a ROIC measure. (1)

 

Vesting percentage of each third

of the TSR tranche (2)

  

TSR ranking within the relevant

TSR comparator group

0%

   Below median

30%

   Median

100%

   Upper quartile

 

(1) The calculation methodology for TSR, EPS and ROIC is set out in the 2013 Notices of Annual General Meetings, which can be found on the company’s website. The methodology for selecting the TSR comparator group companies is unchanged from 2013 (see page 89 of the 2013 Remuneration Report). Each comparator group comprises approximately 40 companies. The companies for the 2016-18 LTIP cycle were selected on the same basis as the comparator groups for prior cycles under this plan.
(2) Vesting is on a straight-line basis for performance between the minimum and maximum levels.

 

Vesting percentage of EPS

and ROIC tranches*

  

Average growth in adjusted

EPS over the three-year

performance period

  

ROIC in the third

year of the

performance period

0%

   below 5% p.a.    below 12.3%

33%

   5% p.a.    12.3%

52.5%

   6% p.a.    12.55%

65%

   7% p.a.    12.8%

75%

   8% p.a.    13.05%

85%

   9% p.a.    13.3%

92.5%

   10% p.a.    13.55%

100%

   11% p.a. or above    13.8% or above

* Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth/ROIC percentages.

ESOS: 2016-2018 cycle

 

Proportion of the award vesting   

Average growth in adjusted EPS over the

three-year performance period*

0%

   below 4% p.a.

33%

   4% p.a.

80%

   6% p.a.

100%

   8% p.a. or above

* Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth percentages.

 

 

 

LOGO

 


Table of Contents
90    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

Remuneration Committee advice

The Committee consists of independent Non-Executive Directors and the Chairman of RELX Group plc. Details of members and their attendance are contained in the Corporate Governance section on page 73. The Chief Legal Officer & Company Secretary attends meetings as secretary to the Committee. At the invitation of the Chairman of the Committee, the CEO of RELX Group plc attends appropriate parts of the meetings. The CEO of RELX Group plc is not in attendance during discussions about his remuneration.

The Human Resources Director advised the Committee during the year.

Willis Towers Watson is the external adviser, appointed by the Committee through a competitive process. Willis Towers Watson also provided actuarial and other human resources consultancy services to some Group companies during the year. The Committee is satisfied that the firm’s advice continues to be objective and independent, and that no conflict of interest exists. The individual consultants who work with the Committee do not provide advice to the Executive Directors, or act on their behalf. Willis Towers Watson is a member of the Remuneration Consultants’ Group and conducts its work in line with the UK Code of Conduct for executive remuneration consulting. During 2015, Willis Towers Watson received fees of £8,460 for advice given to the Committee, charged on a time and expense basis.

 

 

Shareholder vote at 2015 Annual General Meetings

At the Annual General Meeting of RELX PLC, on 23 April 2015, votes cast by proxy and at the meeting in respect of the Directors’ remuneration were as follows:

 

 

Resolution

 

  

Votes For

 

    

% For

 

    

Votes Against

 

    

% Against

 

    

Total votes cast

 

    

Votes Withheld

 

 

Remuneration Report (advisory)

 

    

 

    813,060,077

 

  

 

    

 

    92.44%

 

  

 

    

 

    66,463,293

 

  

 

    

 

        7.56%

 

  

 

    

 

    879,523,370

 

  

 

    

 

    33,677,704

 

  

 

Wolfhart Hauser

Chairman, Remuneration Committee

24 February 2016


Table of Contents
Governance     Report of the Audit Committees   91

 

    

 

Report of the Audit Committees

 

This report has been prepared by the Audit Committees of RELX PLC and RELX NV in conjunction with the Audit Committee of RELX Group plc (the Committees) and has been approved by the respective Boards. It provides an overview of the membership, responsibilities and activities of the Committees. The RELX PLC and RELX NV Audit Committees fulfil their roles from the perspective of the parent companies and both Committees have access to the reports to and the work of the RELX Group plc Audit Committee in this respect.

 

 

Membership

 

The Committees comprise at least three independent Non-Executive Directors. The members of each of the Committees who served during the year were:

 

¡      Ben van der Veer (Chairman of the Committees)

 

¡      Adrian Hennah

 

¡       Linda Sanford

 

¡      Marike van Lier Lels (from 21 July 2015).

 

Adrian Hennah, a UK chartered accountant, and Ben van der Veer, a registered accountant in the Netherlands, are considered to have significant, recent and relevant financial experience.

 

 

 

Responsibilities

 

The main role and responsibilities of the Committees are to assist the respective Boards in fulfilling their oversight responsibilities regarding:

 

¡       the integrity of the Group’s interim and full year
  financial statements and financial reporting
  processes;

 

¡       risk management and internal controls, and the
  effectiveness of the internal auditors; and

 

¡       the performance of the external auditors and the
  effectiveness of the external audit process, including
  monitoring the independence and objectivity of
  Deloitte.

 

The Committees report to the respective Boards on their activities, identifying any matters in respect of which they consider that action or improvement is needed and making recommendations as to the steps to be taken.

 

The terms of reference of each Audit Committee are reviewed annually and a copy of each is published on the Group’s website, www.relx.com LOGO

 

Committee meetings

The Committees met seven times during 2015, with two meetings focused on the audit tender and subsequent preparation for transition of audit firm. The Audit Committee meetings are typically attended by the RELX Chief Executive Officer, the RELX Chief Financial Officer, the RELX Group Financial Controller, the RELX Chief Legal Officer, the RELX Head of Audit and Risk, and audit partners from the external auditors.

Financial reporting

In discharging their responsibilities in respect of the 2015 interim and full year financial statements, the Committees have:

¡   reviewed and discussed areas of significant judgement in the preparation of the financial statements, including in particular:

 

  i. the carrying values of goodwill and intangible assets – the significant judgements in respect of asset carrying values relate to the assumptions underlying the value in use calculations including discount rates and long-term growth assumptions. The Committees received and discussed reports from the RELX Group Financial Controller on the methodology and the basis of the assumptions used;

 

  ii. capitalisation of internally generated intangible assets – the capitalisation of costs related to the development of new products and business infrastructure, together with the useful economic lives applied to the resulting assets, requires the exercise of judgement. The Committees received reports from the RELX Group Financial Controller on the amounts capitalised and asset lives selected for major projects;

 

  iii. uncertain tax positions – assessing potential liabilities across numerous jurisdictions is complex and requires judgement in making tax determinations. The Committees received and discussed reports from the RELX Head of Group Taxation on the potential liabilities identified and judgements applied;

 

  iv. reviewed the recognition of certain pension scheme liabilities which are subject to judgement. The Committees received and discussed reports from the RELX Group Financial Controller on the methodology and the basis of the assumptions used.

 

¡   reviewed the critical accounting policies and compliance with applicable accounting standards and other disclosure requirements and received regular update reports on accounting and regulatory developments; and

 

¡   considered whether the Annual Report taken as a whole was fair, balanced and understandable.

The Committees also received detailed written and verbal reports from the external auditors on these matters. The Committees were satisfied with the explanations provided and conclusions reached.

Risk management and internal controls

With respect to their oversight of risk management and internal controls, the Committees have:

 

¡   received and discussed regular reports summarising the status of the Group’s risk management activities, including actions to mitigate risks, and the findings from internal audit reviews and the actions agreed with management. Areas of focus in 2015 included: management of investment programmes; post acquisition integration; regulatory compliance and review of information security including the management of data privacy; business continuity planning; and continued compliance with the requirements of Section 404 of the US Sarbanes-Oxley Act relating to the documentation and testing of internal controls over financial reporting;

 

¡   reviewed and approved the internal audit plan for 2015 and monitored execution, including progress in respect of recommendations made;

 

¡   reviewed the resources, terms of reference and effectiveness of the RELX Group plc risk management and internal audit functions;

 

¡   received presentations from: the RELX Chief Compliance Officer on the compliance programmes, including the operation of the Group’s codes of conduct, training programmes and whistleblowing arrangements and the RELX Chief Legal Officer on legal issues and claims;
 

 

LOGO

 


Table of Contents
92    RELX Group     Annual reports and financial statements 2015

 

    

 

 

 

¡   received reports from the RELX Chief Strategy Officer and Chief Legal Officer on information security and other technology- related risks;

 

¡   received updates from the RELX Group Treasurer on pension arrangements and funding, treasury policies and risk management and compliance with treasury policies;

 

¡   received presentations from the RELX Head of Group Taxation on tax policies and related matters;

 

¡   received regular updates from the RELX Chief Financial Officer on developments within the finance function; and

 

¡   received presentations from chief financial officers of major businesses.

External audit effectiveness

The Group has a well-established policy on audit effectiveness and independence of auditors that sets out inter alia: the responsibilities of each Audit Committee in the selection of auditors to be proposed for appointment or re-appointment and for agreement on the terms of their engagement, scope and remuneration; the auditor independence requirements and the policy on the provision of non-audit services; the rotation of audit partners and staff; and the conduct of meetings between the auditors and the Audit Committees. The policy is available on the website,
www.relx.com LOGO

The auditors are precluded from engaging in non-audit services that would compromise their independence or violate any professional requirements or regulations affecting their appointment as auditors. The auditors may, however, provide non-audit services which do not conflict with their independence, and where their skills and experience make them a logical supplier, subject to pre-approval by the Audit Committees.

Non-audit services performed in the Netherlands are limited to audit assurance activities. The Committees will continue to review the policy on the provision of non-audit services in the light of ongoing regulatory developments.

The Committees have, each quarter, reviewed and agreed the non-audit services provided in 2015, together with the associated fees which are set out in note 4 to the consolidated financial statements. The non-audit services provided were in the areas of audit-related activities such as royalty assurance, tax advice and compliance, due diligence and other transaction-related services.

The external auditors have confirmed their independence and compliance with the Group policy on auditor independence to the Audit Committees.

Deloitte LLP and Deloitte Accountants BV or their predecessor firms were first appointed auditors of the parent companies for the financial year ended 31 December 1994. The auditors are required to rotate the lead audit partners responsible for the audit engagements every five years. The lead engagement partners for RELX PLC and RELX NV have both completed two years.

The Committees have conducted their review of the performance of the external auditors and the effectiveness of the external audit process for the year ended 31 December 2015. The review was based on a survey of key stakeholders across the Group, consideration of public reports by regulatory authorities on key Deloitte member firms and the quality of the auditors’ reporting to and interaction with the Audit Committees. Based on this review, the Audit Committees were satisfied with the performance of the auditors and the effectiveness of the audit process.

Audit Tender

As reported in the 2014 Annual Reports and Financial Statements, the Committees decided to hold a competitive audit tender process for rotation of the audit firm in respect of the 2016 financial year. The Committees had responsibility for the tender process and at the conclusion of the process the Committees made the proposal to the Boards.

Given the geographic spread and the complexity of the Group, three major firms of accountants were invited to take part in the tender. During the tender each firm was given equal access to management and to information about the Group. The tender process was thorough and was designed to assess each firm’s audit proposal against a set of predetermined criteria that had been agreed by the Committees. Each firm was invited to an extensive series of interviews with members of the Audit Committees, members of the Board and a number of the Group’s senior management team. These interviews formed part of a formal assessment process whereby each firm was assessed against these criteria, including matters such as the strength and experience of senior team members and their firm’s ability to serve effectively the Group’s operations.

Each firm was asked to provide a written document containing detailed information on certain matters in support of their audit proposal which were key to the Audit Committees’ assessment of each bid, including the firm’s evaluation of the Group’s risks, the proposed audit plan and the use of technology. All three of the firms were invited to present their audit proposition to a meeting of the Audit Committees. The Committees subsequently considered each firm’s audit proposals against the criteria that had previously been agreed by the Committees. The Committees’ evaluation also took into account the outcome of recent internal or external reviews to assess the quality of each firm’s audits, details of each firm’s audit methodology and areas of audit focus with regard to the Group.

Throughout the process the Committees were mindful of the need to maintain the independence of the external auditor. As part of the tender each firm was required to disclose all existing relationships with the Group and explain how the firm would meet RELX’s policy on audit effectiveness and independence.

Following the conclusion of the audit tender process, the Committees recommended to the respective Boards that resolutions for the appointment of Ernst & Young LLP and Ernst & Young Accountants LLP as external auditors for the 2016 financial year be proposed at the forthcoming Annual General Meetings of RELX PLC and RELX NV.

The audit of the 2015 Annual Reports and Accounts will therefore be the last external audit to be conducted by Deloitte LLP and Deloitte Accountants BV. The Committees would like to record their thanks to the Deloitte member firms and their partners and staff for their many years of service to the shareholders of RELX PLC and RELX NV.

The effectiveness of the Audit Committees was reviewed as part of the 2015 evaluation of the Boards which confirmed that the Committees continue to function effectively. Details of the evaluation are set out on page 68.

Ben van der Veer

Chairman of the Audit Committees

24 February 2016

 


Table of Contents

 

RELX Group     Financial statements and other information   93

 

    

 

 

 

Financial

statements

and other

information

 

 

 

 

   LOGO
  In this section   
  94    Consolidated financial statements   
  99    Notes to the Consolidated financial statements   
  141    Independent auditors’ report   
  145    5 year summary   
  147    RELX PLC Annual Report and Financial Statements   
  157    RELX NV Annual Report and Financial Statements   
  167    Other financial information   
       
       
       
       

 


Table of Contents
94    RELX Group     Annual reports and financial statements 2015

 

    

 

Consolidated income statement

 

FOR THE YEAR ENDED 31 DECEMBER    Note       

2015

£m

    

2014

£m

    

2013

£m

 

Revenue

     2           5,971         5,773         6,035   

Cost of sales

                (2,129      (2,006      (2,118

Gross profit

          3,842         3,767         3,917   

Selling and distribution costs

          (965      (934      (1,005

Administration and other expenses

          (1,444      (1,467      (1,565

Share of results of joint ventures

                64         36         29   

Operating profit

     3           1,497         1,402         1,376   

Finance income

     8           3         7         10   

Finance costs

     8           (177      (169      (206

Net finance costs

                (174      (162      (196

Disposals and other non-operating items

     9           (11      (11      16   

Profit before tax

          1,312         1,229         1,196   

Current tax

          (370      (357      (352

Deferred tax

                72         88         271   

Tax expense

     10           (298      (269      (81

Net profit for the year

                1,014         960         1,115   

Attributable to:

             

Parent companies’ shareholders

          1,008         955         1,110   

Non-controlling interests

                6         5         5   

Net profit for the year

                1,014         960         1,115   

Earnings per share

             
FOR THE YEAR ENDED 31 DECEMBER              2015      2014      2013  

Basic earnings per share

             

RELX PLC

     11           46.4p         43.0p         49.0p   

RELX NV

     11           49.4p         45.8p         51.6p   
                                       

Diluted earnings per share

             

RELX PLC

     11           46.0p         42.5p         48.3p   

RELX NV

     11           48.9p         45.3p         51.0p   


Table of Contents
Financial statements and other information     Consolidated financial statements   95

 

    

 

Consolidated statement of comprehensive income

 

FOR THE YEAR ENDED 31 DECEMBER    Note        2015
£m
     2014
£m
     2013
£m
 

Net profit for the year

          1,014         960         1,115   

Items that will not be reclassified to profit or loss:

             

Actuarial gains/(losses) on defined benefit pension schemes

     6           157         (266      40   

Tax on items that will not be reclassified to profit or loss

     10           (34      63         (24

Total items that will not be reclassified to profit or loss

                123         (203      16   

Items that may be reclassified subsequently to profit or loss:

             

Exchange differences on translation of foreign operations

          99         137         (88

Fair value movements on cash flow hedges

     19           (104      (81      65   

Transfer to net profit from cash flow hedge reserve

     19           29         19         (3

Tax on items that may be reclassified to profit or loss

     10           18         13         (14

Total items that may be reclassified to profit or loss

                42         88         (40

Other comprehensive income/(loss) for the year

                165         (115      (24

Total comprehensive income for the year

                1,179         845         1,091   

Attributable to:

             

Parent companies’ shareholders

          1,173         840         1,086   

Non-controlling interests

                6         5         5   

Total comprehensive income for the year

                1,179         845         1,091   

 

LOGO

 


Table of Contents
96    RELX Group     Annual reports and financial statements 2015

 

    

 

Consolidated statement of cash flows

 

FOR THE YEAR ENDED 31 DECEMBER    Note       

2015

£m

     2014
£m
    

2013

£m

 

Cash flows from operating activities

             

Cash generated from operations

     12           1,882         1,851         1,943   

Interest paid

          (140      (139      (200

Interest received

          8         13         5   

Tax paid (net)

                (343      (348      (362

Net cash from operating activities

                1,407         1,377         1,386   

Cash flows from investing activities

             

Acquisitions

     12           (191      (396      (221

Purchases of property, plant and equipment

          (65      (67      (57

Expenditure on internally developed intangible assets

          (242      (203      (251

Purchase of investments

          (16      (6      (10

Proceeds from disposals of property, plant and equipment

          1         10         6   

Gross proceeds from business disposals

          75         78         311   

Payments on business disposals

          (41      (25      (116

Dividends received from joint ventures

                57         44         22   

Net cash used in investing activities

                (422      (565      (316

Cash flows from financing activities

             

Dividends paid to shareholders of the parent companies

          (583      (565      (549

Distributions to non-controlling interests

          (8      (7      (6

(Decrease)/increase in short-term bank loans, overdrafts and commercial paper

     12           (339      232         169   

Issuance of term debt

     12           500         589         184   

Repayment of term debt

          (186      (300      (915

Repayment of finance leases

          (9      (10      (10

Acquisition of non-controlling interest

                  (15        

Repurchase of ordinary shares

     26           (500      (600      (600

Purchase of shares by employee benefit trust

     26           (23      (39        

Proceeds on issue of ordinary shares

                24         45         125   

Net cash used in financing activities

                (1,124      (670      (1,602

(Decrease)/increase in cash and cash equivalents

     12           (139      142         (532

Movement in cash and cash equivalents

             

At start of year

          276         132         641   

(Decrease)/increase in cash and cash equivalents

          (139      142         (532

Exchange translation differences

                (15      2         23   

At end of year

                122         276         132   


Table of Contents
Financial statements and other information     Consolidated financial statements   97

 

    

 

Consolidated statement of financial position

 

AS AT 31 DECEMBER    Note     

2015

£m

   

2014

£m

 

Non-current assets

       

Goodwill

     15         5,231        4,981   

Intangible assets

     16         3,156        3,164   

Investments in joint ventures

     17         101        125   

Other investments

     17         141        112   

Property, plant and equipment

     18         229        227   

Deferred tax assets

     10         349        464   

Derivative financial instruments

     19         51        78   
                9,258        9,151   

Current assets

       

Inventories and pre-publication costs

     20         158        142   

Trade and other receivables

     21         1,601        1,487   

Derivative financial instruments

     19         31        31   

Cash and cash equivalents

     12         122        276   
                1,912        1,936   

Assets held for sale

              15          

Total assets

              11,185        11,087   

Current liabilities

       

Trade and other payables

     22         2,901        2,636   

Derivative financial instruments

     19         49        23   

Borrowings

     23         624        676   

Taxation

        581        582   

Provisions

     25         21        19   
                4,176        3,936   

Non-current liabilities

       

Derivative financial instruments

     19         60        71   

Borrowings

     23         3,278        3,149   

Deferred tax liabilities

     10         1,000        1,056   

Net pension obligations

     6         384        632   

Provisions

     25         100        104   
                4,822        5,012   

Liabilities associated with assets held for sale

              9        2   

Total liabilities

              9,007        8,950   

Net assets

              2,178        2,137   

Capital and reserves

       

Share capital

     26         224        212   

Share premium

     26         2,748        2,820   

Shares held in treasury

     26         (1,393     (1,107

Translation reserve

        224        74   

Other reserves

     27         341        107   

Shareholders’ equity

        2,144        2,106   

Non-controlling interests

              34        31   

Total equity

              2,178        2,137   

The consolidated financial statements were approved by the Board of Directors and authorised for issue on 24 February 2016. They were signed on its behalf by:

 

A J Habgood

   N L Luff   

Chairman

   Chief Financial Officer   

 

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Table of Contents
98    RELX Group     Annual reports and financial statements 2015

 

    

 

Consolidated statement of changes in equity

 

     Note     Share capital
£m
    Share
premium
£m
   

Shares held

in treasury
£m

   

Translation
reserve

£m

    Other
reserves
£m
   

Shareholders’

equity

£m

    Non-
controlling
interests
£m
    Total
equity
£m
 

Balance at 1 January 2013

      223        2,727        (899     (23     252        2,280        34            2,314   

Total comprehensive income for the year

                           (88     1,174        1,086        5        1,091   

Dividends paid

    14                                    (549     (549     (6     (555

Issue of ordinary shares, net of expenses

      1        124                             125               125   

Repurchase of ordinary shares

                    (600                   (600            (600

Increase in share based remuneration reserve (net of tax)

                                  48        48               48   

Settlement of share awards

                    40               (40                     

Exchange differences on translation of capital and reserves

                   36        (5     (26     (5                     

Balance at 1 January 2014

      224        2,887        (1,464     (137     880        2,390        33        2,423   

Total comprehensive income for the year

                           137        703        840        5        845   

Dividends paid

    14                                    (565     (565     (7     (572

Issue of ordinary shares, net of expenses

      2        43                             45               45   

Repurchase of ordinary shares

                    (639                   (639            (639

Cancellation of shares

      (11            930               (919                     

Increase in share based remuneration reserve (net of tax)

                                  48        48               48   

Settlement of share awards

                    27               (27                     

Acquisitions

                                                1        1   

Acquisition of non-controlling interest

                                  (13     (13     (2     (15

Exchange differences on translation of capital and reserves

            (3     (110     39        74                      1        1   

Balance at 1 January 2015

      212        2,820        (1,107     74        107        2,106        31        2,137   

Total comprehensive income for the year

                           99        1,074        1,173        6        1,179   

Dividends paid

    14                                    (583     (583     (8     (591

Issue of ordinary shares, net of expenses

             24                             24               24   

Repurchase of ordinary shares

                    (623                   (623            (623

Cancellation of shares

      (4            269               (265                     

Bonus issue of ordinary shares

    26        18        (18                                          

Increase in share based remuneration reserve (net of tax)

                                  47        47               47   

Settlement of share awards

                    49               (49                     

Acquisitions

                                                4        4   

Exchange differences on translation of capital and reserves

            (2     (78     19        51        10               1        1   

Balance at 31 December 2015

            224        2,748        (1,393     224        341        2,144        34        2,178   


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   99

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

1 Basis of preparation and accounting policies

Basis of preparation

RELX PLC and RELX NV are separate, publicly held entities. RELX PLC’s ordinary shares are listed in London and New York, and RELX NV’s ordinary shares are listed in Amsterdam and New York. RELX PLC and RELX NV jointly own RELX Group plc, which, with effect from February 2015, holds all the Group’s operating businesses and financing activities. RELX PLC, RELX NV, RELX Group plc and its subsidiaries, joint ventures and associates are together known as “the Group”.

The Governing Agreement determines the equalisation ratio between RELX PLC and RELX NV shares. With effect from 30 June 2015, following a bonus issue of RELX NV ordinary shares, one RELX PLC ordinary share confers an equivalent economic interest to one RELX NV ordinary share.

As a result of these arrangements, all shareholders can be regarded as having interests in a single economic entity. Consequently, the Directors have concluded that the Group forms a single reporting entity for the presentation of consolidated financial statements. Accordingly, the Group consolidated financial information represents the interests of both sets of shareholders and is presented by both RELX PLC and RELX NV as their respective consolidated financial statements. The Group consolidated financial statements for the years ended 31 December 2014 and 31 December 2013 are unchanged from the combined financial statements previously reported, except for changes to the calculation of earnings per share as set out in note 11 on page 115.

The Directors of RELX PLC and RELX NV, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the consolidated financial statements for the year ended 31 December 2015.

In preparing the consolidated financial statements, subsidiaries of the Group are accounted for under the acquisition method and investments in associates and joint ventures are accounted for under the equity method. All intra-group transactions and balances are eliminated.

On acquisition of a subsidiary, or interest in an associate or joint venture, fair values, reflecting conditions at the date of acquisition, are attributed to the net assets, including identifiable intangible assets acquired. This includes those adjustments made to bring accounting policies into line with those of the Group. The results of subsidiaries sold or acquired are included in the consolidated financial statements up to or from the date that control passes from or to the Group.

Non-controlling interests in the net assets of the Group are identified separately from shareholders’ equity. Non-controlling interests consist of the amount of those interests at the date of the original acquisition and the non-controlling share of changes in equity since the date of acquisition.

These financial statements form part of the statutory information to be provided by RELX PLC and RELX NV, but are not for a legal entity and do not include all the information required to be disclosed by a company in its financial statements under the UK Companies Act 2006 or the Dutch Civil Code.

Accounting policies

The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and as issued by the International Accounting Standards Board (IASB). The accounting policies applied in preparing the consolidated financial statements are unchanged from the accounting policies applied in preparing the combined financial statements in the 2014 and 2013 RELX Group Annual Reports and Financial Statements, with the exception of changes to the calculation of earnings per share which is set out in note 11 on page 115.

The accounting policies under IFRS are included in the relevant notes to the consolidated financial statements. The accounting policies below are applied throughout the financial statements.

Foreign exchange translation

The consolidated financial statements are presented in sterling.

Transactions in foreign currencies are recorded at the rate of exchange prevailing on the date of the transaction. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rate prevailing on the statement of financial position date. Exchange differences arising are recorded in the income statement other than where hedge accounting applies as set out on pages 125 to 129.

Assets and liabilities of foreign operations are translated at exchange rates prevailing on the statement of financial position date. Income and expense items and cash flows of foreign operations are translated at the average exchange rate for the period. Significant individual items of income and expense and cash flows in foreign operations are translated at the rate prevailing on the date of transaction. Exchange differences arising are classified as equity and transferred to the translation reserve. When foreign operations are disposed of, the related cumulative translation differences are recognised within the income statement in the period.

The Group uses derivative financial instruments, primarily forward contracts, to hedge its exposure to certain foreign exchange risks. Details of the Group’s accounting policies in respect of derivative financial instruments are set out on page 125.

 

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Table of Contents
100    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

1 Basis of preparation and accounting policies continued

Critical judgements and key sources of estimation uncertainty

The most significant accounting policies in determining the financial condition and results of the Group, and those requiring the most subjective or complex judgement, relate to and are included in the following notes:

 

¡   valuation of goodwill and intangible assets – notes 15 and 16

 

¡   capitalisation of development spend – note 16

 

¡   taxation – note 10

 

¡   accounting for defined benefit pension schemes – note 6.

Other significant accounting policies

The accounting policy in respect of revenue recognition is also significant in determining the financial condition and results of the Group, although the application of this policy is more straightforward. This policy is included in note 2.

Standards and amendments effective for the year

The interpretations and amendments to IFRS effective for 2015 have not had a significant impact on the Group’s accounting policies or reporting.

Standards, amendments and interpretations not yet effective

New accounting standards and amendments and their expected impact on the future accounting policies and reporting of the Group are set out below.

IFRS9 – Financial Instruments (effective for the 2018 financial year). The standard replaces the existing classification and measurement requirements in IAS39 - Financial Instruments: Recognition and Measurement for financial assets by requiring entities to classify them as being measured either at amortised cost or fair value depending on the business model and contractual cash flow characteristics of the asset. For financial liabilities, IFRS9 requires an entity choosing to measure a liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income rather than the income statement. Adoption of the standard is not expected to have a significant impact on the measurement, presentation or disclosure of financial assets and liabilities in the consolidated financial statements.

IFRS15 – Revenue from Contracts with Customers (effective for the 2018 financial year). The new standard provides a single point of reference for revenue recognition, replacing a range of different revenue accounting standards, interpretations and guidance. Management is in the process of assessing the impact of this new standard.

IFRS16 – Leases (effective for the 2019 financial year). The standard replaces the existing leasing standard, IAS17 – Leases. The new standard eliminates the distinction between operating and finance leases and requires lessees to recognise all leases, with a remaining term of greater than 12 months, in the statement of financial position. Management is in the process of assessing the impact of this new standard.

Additionally, a number of amendments and interpretations have been issued which are not expected to have any significant impact on the accounting policies and reporting.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   101

 

    

 

 

2 Segment analysis

 

 

Accounting policy

The Group’s reported segments are based on the internal reporting structure and financial information provided to the Boards.

 

Adjusted operating profit is the key segmental profit measure used by the Group in assessing performance. Adjusted operating profit is reconciled to operating profit on page 102.

 

Revenue represents the value of sales less anticipated returns on transactions completed by performance, excluding customer sales taxes.

 

Revenues are recognised for the various categories as follows: subscriptions – on periodic despatch of subscribed product or rateably over the period of the subscription where performance is not measurable by despatch; transactional – on despatch or occurrence of the transaction; and advertising – on publication or over the period of online display.

 

Revenue recognition policies, while an area of management focus, are generally straightforward in application as the timing of product or service delivery and customer acceptance for the various revenue types can be readily determined. Allowances for product returns are deducted from revenues based on historical return rates. Where sales consist of two or more components that operate independently, revenue is recognised as each component is completed by performance, based on attribution of relative value.

 

RELX Group is a global provider of information and analytics for professional and business customers across industries. We operate in four major market segments: Scientific, Technical & Medical, providing information and analytical solutions to help customers advance science and improve healthcare outcomes; Risk & Business Analytics, providing solutions and decision tools that enable customers to evaluate and manage risk and develop market intelligence; Legal, providing information and analytics to professionals in legal, corporate, government and non-profit organisations; and Exhibitions, organising exhibitions and conferences.

 

ANALYSIS BY BUSINESS SEGMENT      Revenue                Adjusted operating profit  
        2015
£m
      

2014

£m

      

2013

£m

               2015
£m
    

2014

£m

    

2013

£m

 

Scientific, Technical & Medical

       2,070             2,048             2,126                760         762         787   

Risk & Business Analytics

       1,601           1,439           1,480                575         506         507   

Legal

       1,443           1,396           1,567                274         260         250   

Exhibitions

       857           890           862                  217         217         210   

Sub-total

       5,971           5,773           6,035                  1,826           1,745           1,754   

Unallocated items

                                            (4      (6      (5

Total

       5,971           5,773           6,035                  1,822         1,739         1,749   

The share of post-tax results of joint ventures of £64m (2014: £36m; 2013: £29m) included in adjusted operating profit comprised £37m (2014: £16m; 2013: £6m) relating to Legal, £28m (2014: £20m; 2013: £23m) relating to Exhibitions and £1m loss (2014: nil; 2013: nil) relating to Risk & Business Analytics.

 

ANALYSIS OF REVENUE BY GEOGRAPHICAL ORIGIN   

2015

£m

    

2014

£m

    

2013

£m

 

North America

     3,166           2,884           3,103   

United Kingdom

     996         1,013         985   

The Netherlands

     649         636         656   

Rest of Europe

     614         686         698   

Rest of world

     546         554         593   

Total

     5,971         5,773         6,035   
        
ANALYSIS OF REVENUE BY GEOGRAPHICAL MARKET    2015
£m
    

2014

£m

    

2013

£m

 

North America

     3,215         2,878         3,082   

United Kingdom

     461         455         443   

The Netherlands

     117         153         166   

Rest of Europe

     958         1,053         1,074   

Rest of world

     1,220         1,234         1,270   

Total

     5,971         5,773         6,035   

 

LOGO

 


Table of Contents
102    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

2 Segment analysis continued

 

ANALYSIS OF REVENUE BY FORMAT      2015
£m
       2014
£m
       2013
£m
 

Electronic

       4,179           3,839           3,971   

Print

       906           1,012           1,168   

Face-to-face

       886           922           896   

Total

       5,971           5,773           6,035   
              
ANALYSIS OF REVENUE BY TYPE      2015
£m
       2014
£m
       2013
£m
 

Subscriptions

       3,123           2,966           3,112   

Transactional

       2,736           2,672           2,683   

Advertising

       112           135           240   

Total

       5,971           5,773           6,035   

 

ANALYSIS BY BUSINESS SEGMENT   

Expenditure on

acquired goodwill and

intangible assets

          

Capital expenditure

additions

          

Amortisation of acquired

intangible assets

          

Depreciation and other

amortisation

 
      2015
£m
     2014
£m
     2013
£m
           2015
£m
     2014
£m
     2013
£m
           2015
£m
     2014
£m
     2013
£m
           2015
£m
     2014
£m
     2013
£m
 

Scientific, Technical & Medical

     7         25         50            74         56         93            77         79         86            86         94         100   

Risk & Business Analytics

     41         330         169            56         53         43            131         116         128            33         34         33   

Legal

     96         48         15            161         145         170            56         57         64            95         94         101   

Exhibitions

     67         23         56              27         27         15              32         34         40              14         15         15   

Total

     211         426         290              318         281         321              296         286         318              228         237         249   

Capital expenditure comprises additions to property, plant and equipment and internally developed intangible assets. Amortisation of acquired intangible assets includes amounts in respect of joint ventures of £3m (2014: £3m; 2013: nil) in Legal and £1m (2014: £1m; 2013: £1m) in Exhibitions.

 

ANALYSIS OF NON-CURRENT ASSETS BY GEOGRAPHICAL LOCATION     

2015

£m

    

2014

£m

      

2013

£m

 

North America

       6,824         6,569           6,291   

United Kingdom

       787         701           584   

The Netherlands

       125         109           125   

Rest of Europe

       723         816           753   

Rest of world

       399         414           401   

Total

       8,858         8,609           8,154   

 

Non-current assets by geographical location exclude amounts relating to deferred tax and derivative financial instruments.

 

Operating profit is reconciled to adjusted operating profit as follows:

 

  

  

RECONCILIATION OF OPERATING PROFIT TO ADJUSTED OPERATING PROFIT      2015
£m
     2014
£m
       2013
£m
 

Operating profit

       1,497         1,402           1,376   

Adjustments:

            

Amortisation of acquired intangible assets

       296         286           318   

Acquisition-related costs

       35         30           43   

Reclassification of tax in joint ventures

       (6      21           12   

Adjusted operating profit

       1,822         1,739           1,749   


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Financial statements and other information     Notes to the consolidated financial statements   103

 

    

 

 

3 Operating profit

Operating profit is stated after charging/(crediting) the following:

 

      Note       

2015

£m

    

2014

£m

    

2013

£m

 

Staff costs

             

Wages and salaries

          1,490         1,415         1,508   

Social security costs

          169         167         175   

Pensions

     6           58         95         61   

Share based remuneration

     7           34         32         31   

Total staff costs

                1,751         1,709         1,775   

Depreciation and amortisation

             

Amortisation of acquired intangible assets

     16           292         282         317   

Share of joint ventures’ amortisation of acquired intangible assets

          4         4         1   

Amortisation of internally developed intangible assets

     16           157         158         160   

Depreciation of property, plant and equipment

     18           71         79         89   

Total depreciation and amortisation

                524         523         567   

Other expenses and income

             

Cost of sales including pre-publication costs and inventory expenses

          2,129         2,006         2,118   

Operating lease rentals expense

          90         91         108   

Operating lease rentals income

                (5      (8      (10

The amortisation of acquired intangible assets is included within administration and other expenses.

 

4 Auditors’ remuneration

 

  

  

               

2015

£m

    

2014

£m

     2013
£m
 

Auditors’ remuneration

             

Payable to the auditors of the parent companies

          0.8         0.6         0.6   

Payable to the auditors of the Group’s subsidiaries

                4.2         4.2         4.3   

Audit services

                5.0         4.8         4.9   

Audit-related assurance services

          0.8         0.5         0.4   

Tax services

          0.9         1.0         1.8   

Other services: Consulting

          0.2                   

Other services: Due diligence and other transaction-related services

                0.3         0.3           

Non-audit services

                2.2         1.8         2.2   

Total auditors’ remuneration

                7.2         6.6         7.1   

Amounts payable to the auditors of the Group’s subsidiaries include amounts for the audit of internal controls over financial reporting in accordance with the US Sarbanes-Oxley Act. Non-audit services performed in the Netherlands or by Deloitte Accountants BV are limited to audit-related assurance services.

5 Personnel

 

NUMBER OF PEOPLE EMPLOYED: FULL-TIME EQUIVALENTS

     At 31 December             Average during the year  
        2015         2014         2013             2015        2014         2013  

Business segment

                               

Scientific, Technical & Medical

       7,200            7,000            6,700             7,200           6,900            6,900   

Risk & Business Analytics

       7,600            7,400            7,200             7,500           7,300            7,700   

Legal

       10,500            9,500            10,000             10,000           9,600            10,400   

Exhibitions

       3,800            3,700            3,400               3,700           3,500            3,300   

Sub-total

       29,100            27,600            27,300               28,400           27,300            28,300   

Corporate/shared functions

       900            900            900               900           900            900   

Total

       30,000            28,500            28,200               29,300           28,200            29,200   

Geographical location

                               

North America

       13,400            13,300            13,900             13,400           13,400            14,800   

United Kingdom

       4,700            4,300            4,100             4,500           4,200            4,100   

The Netherlands

       1,500            1,600            1,600             1,500           1,600            1,600   

Rest of Europe

       2,800            2,800            2,800             2,800           2,800            3,100   

Rest of world

       7,600            6,500            5,800               7,100           6,200            5,600   

Total

       30,000            28,500            28,200               29,300           28,200            29,200   

 

LOGO

 


Table of Contents
104    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

6 Pension schemes

 

 

Accounting policy

The expense of defined benefit pension schemes and other post-retirement employee benefits is determined using the projected unit credit method and charged in the income statement as an operating expense, based on actuarial assumptions reflecting market conditions at the beginning of the financial year. Actuarial gains and losses are recognised in full in the statement of comprehensive income in the period in which they occur.

 

Past service costs and credits are recognised immediately at the earlier of when plan amendments or curtailments occur and when related restructuring costs or termination benefits are recognised. Settlements are recognised when they occur.

 

Net pension obligations in respect of defined benefit schemes are included in the statement of financial position at the present value of scheme liabilities, less the fair value of scheme assets. Where schemes are in surplus, i.e. assets exceed liabilities, the net pension assets are separately included in the statement of financial position. Any net pension asset is limited to the extent that the asset is recoverable through reductions in future contributions.

 

The expense of defined contribution pension schemes and other employee benefits is charged in the income statement as incurred.

 

Critical judgement and key source of estimation uncertainty

At 31 December 2015, the Group operates defined benefit pension schemes in the UK and the US. These schemes require management to exercise judgement in estimating the ultimate cost of providing post-employment benefits, especially given the length of each scheme’s liabilities. Accounting for defined benefit pension schemes involves judgement about uncertain events, including the life expectancy of the members, salary and pension increases, inflation, the future operation of each scheme and the rate at which the future pension payments are discounted. Estimates for these factors are used in determining the pension cost and liabilities reported in the financial statements. The estimates made around future developments of each of the critical assumptions are made in conjunction with independent actuaries. Each scheme is subject to a periodic review by independent actuaries. Information regarding some of the assumptions used for valuation is provided below, together with a sensitivity analysis.

 

A number of pension schemes are operated around the world. Historically, the largest schemes have been local versions of the defined benefit type with assets held in separate trustee administered funds. The largest defined benefit schemes as at 31 December 2015 are in the UK and the US. The Netherlands scheme was transferred to a collective industry-wide scheme in November 2015, as described below.

Major defined benefit schemes in place at 31 December 2015

The UK scheme is a final salary scheme and is closed to new hires. Members accrue a portion of their final pensionable earnings based on the number of years of service. The US scheme is a cash balance scheme and is closed to new hires. Members earn pay credits dependent on age and years of service up to certain limits which are added to an account balance that accrues interest at specified minimum rates.

Each of the major defined benefit schemes is administered by a separate fund that is legally separated from the Group. The trustees of the pension funds in the UK and plan fiduciaries of the US scheme are required by law to act in the interest of the funds’ beneficiaries. In the UK, the trustees of the pension fund are responsible for the investment policy with regard to the assets of the fund. The board of trustees consists of an equal number of company-appointed and member nominated Directors. In the US, the fiduciary duties for the scheme are allocated between committees which are staffed by senior employees of the Group; the investment committee has the primary responsibility for the investment and management of plan assets.

The funding of the Group’s major schemes reflects the different rules within each jurisdiction.

In the UK the level of funding is determined by statutory triennial actuarial valuations in accordance with pensions legislation. The 2015 valuation process has not been finalised. Where the scheme falls below 100% funded status, the Group and the scheme trustees must agree on how the deficit is to be remedied. The UK Pensions Regulator has significant powers and sets out in codes and guidance the parameters for scheme funding.

The US scheme has an annual statutory valuation which forms the basis for establishing the employer contribution each year (subject to ERISA and IRS minimums). Should the statutory funded status fall to below 100%, the US Pensions Protection Act requires the deficit to be rectified with additional contributions over a seven-year period.

Total regular employer contributions to defined benefit pension schemes, in respect of 2016 are expected to be approximately £62m. A pension deficit funding contribution of £20m is also expected to be made in 2016, relating to the UK scheme recovery plan.

Changes to the Netherlands scheme

In November 2015, the Netherlands defined benefit pension scheme together with all associated assets and liabilities, was transferred into an industry-wide collective defined contribution scheme. This scheme is now accounted for as a defined contribution pension plan, with no deficit or surplus recognised on the balance sheet. The transfer of the scheme resulted in settlement and past service credits of £60m being recognised within operating profit. The Group paid cash of £22m to align the funding level to that of the industry-wide collective pension scheme, in addition to other payments made in relation to the scheme settlement.

Prior to this, the scheme was a career average salary scheme and was open to new hires.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   105

 

    

 

 

6 Pension schemes continued

The pension expense, including amounts in relation to the UK, US and NL defined benefit schemes, recognised within operating profit consists of:

 

      2015
£m
       2014
£m
       2013
£m
 

Defined benefit pension expense (net of settlement and past service credits)

     6           48           14   

Defined contribution pension expense

     52           47           47   

Total

     58           95           61   

The amounts recognised in the income statement in respect of defined benefit pension schemes during the year are presented by major scheme as follows:

 

      2015           2014           2013  
      UK
£m
    US
   £m
     NL
   £m
       Total
£m
          UK
£m
     US
   £m
     NL
   £m
       Total
£m
          UK
£m
     US
   £m
    NL
   £m
       Total
£m
 

Service cost

     34        18         15        67           31         18         14        63           29         29        15        73   

Settlement and past service credits

     (1             (60     (61                          (15     (15                  (51     (8     (59

Defined benefit pension expense

     33        18         (45     6             31         18         (1     48             29         (22     7        14   

Net interest on net defined benefit obligation

     14        5         2        21             8         4         3        15             6         9        4        19   

Net defined benefit pension expense

     47        23         (43     27             39         22         2        63             35         (13     11        33   

Net interest on net defined benefit pension scheme liabilities is presented within net finance costs in the income statement. Service cost, including settlements and past service credits is presented within operating profit.

Settlements and past service credits in 2015 primarily relate to the transfer of the Netherlands scheme to a collective industry-wide scheme. Settlements and past service credits in 2014 relate to plan design changes and a reduction in accrued benefits in respect of the scheme in the Netherlands. Settlements and past service credits in 2013 principally relate to plan design changes and the transfer out of certain deferred members in the US scheme and a reduction in accrued benefits in respect of the scheme in the Netherlands.

The significant valuation assumptions, determined for each major scheme in conjunction with the respective independent actuaries are presented below. The net defined benefit pension expense for each year is based on the assumptions and scheme valuations set at 31 December of the prior year.

 

      2015            2014            2013  
As at 31 December    UK      US            UK      US      NL            UK      US      NL  

Discount rate

     3.85%           4.45%            3.75%           4.25%           2.30%            4.60%           5.05%           3.60%   

Inflation

     3.05%         2.50%              2.90%         2.50%         2.00%              3.25%         3.00%         2.00%   

Discount rates are set by reference to high-quality corporate bond yields.

Mortality assumptions make allowance for future improvements in longevity and have been determined by reference to applicable mortality statistics. The average life expectancy assumptions are set out below:

 

      Male average life
expectancy
           Female average
life expectancy
 
As at 31 December 2015    UK      US            UK      US  

Member currently aged 60 years

     86         86            89         89   

Member currently aged 45 years

     88         87              91         89   

 

 

LOGO

 


Table of Contents
106    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

6 Pension schemes continued

The amount recognised in the statement of financial position in respect of defined benefit pension schemes at the start and end of the year and the movements during the year were as follows:

 

        2015             2014  
       

UK

£m

     US
£m
     NL
£m
     Total
£m
           

UK

£m

     US
£m
     NL
£m
     Total
£m
 

Defined benefit obligation

                             

At start of year

       (3,267      (932      (778      (4,977          (2,882      (762      (716      (4,360

Service cost

       (34      (18      (15      (67          (31      (18      (14      (63

Past service credits

       1                 31         32                             15         15   

Interest on pension scheme liabilities

       (121      (40      (16      (177          (130      (39      (25      (194

Actuarial gain/(loss) on financial assumptions

       57         40         12         109             (339      (107      (120      (566

Actuarial gain/(loss) arising from experience assumptions*

       179         (1      4         182             26         (3      5         28   

Contributions by employees

       (7              (4      (11          (7              (5      (12

Benefits paid

       103         50         15         168             96         52         27         175   

Liabilities transferred on settlement**

                       699         699                                       

Exchange translation differences

               (54      52         (2                    (55      55           

At end of year

       (3,089      (955              (4,044            (3,267      (932      (778      (4,977

Fair value of scheme assets

                             

At start of year

       2,870         810         665         4,345             2,691         676         614         3,981   

Interest income on plan assets

       107         35         14         156             122         35         22         179   

Return on assets excluding amounts included in interest income

       (77      (55      (2      (134          110         72         90         272   

Contributions by employer

       34         36         48         118             36         31         9         76   

Contributions by employees

       7                 4         11             7                 5         12   

Benefits paid

       (103      (50      (15      (168          (96      (52      (27      (175

Assets transferred on settlement**

                       (670      (670                                    

Exchange translation differences

               46         (44      2                       48         (48        

At end of year

       2,838         822                 3,660               2,870         810         665         4,345   

Opening net deficit

       (397      (122      (113      (632          (191      (86      (102      (379

Service cost

       (34      (18      (15      (67          (31      (18      (14      (63

Net interest on net defined benefit obligation

       (14      (5      (2      (21          (8      (4      (3      (15

Settlement and past service credits

       1                 60         61                             15         15   

Contributions by employer

       34         36         48         118             36         31         9         76   

Actuarial gains/(losses)

       159         (16      14         157             (203      (38      (25      (266

Exchange translation differences

               (8      8                               (7      7           

Net defined benefit obligation

       (251      (133              (384            (397      (122      (113      (632

*Principally a scheme experience gain arising as a result of the ongoing UK 2015 triennial valuation.

** The difference in assets and liabilities transferred results in a settlement credit of £29m (2014: nil). In addition to the settlement credit, past service credits of £31m were recognised on transfer of the Netherlands pension scheme, resulting in a settlement and past service credit of £60m in total.

As at 31 December 2015, the defined benefit obligations comprised £3,849m (2014: £4,784m) in relation to funded schemes and £195m (2014: £193m) in relation to unfunded schemes.

The weighted average duration of defined benefit scheme liabilities is 20 years in the UK (2014: 19 years) and 14 years in the US (2014: 15 years). Deferred tax assets of £103m (2014: £161m) are recognised in respect of the pension scheme deficits.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   107

 

    

 

6 Pension schemes continued

Amounts recognised in the statement of comprehensive income are set out below:

 

      2015
£m
       2014
£m
       2013
£m
 

Gains and losses arising during the year:

            

Experience gains/(losses) on scheme liabilities

     182           28           (5

Experience (losses)/gains on scheme assets

     (134        272           114   

Actuarial gains/(losses) on the present value of scheme liabilities due to changes in:

            

– discount rates

     96           (773        78   

– inflation

     (64        159           (171

– other actuarial assumptions

     77           48           24   
     157           (266        40   

Net cumulative losses at start of year

     (741        (475        (515

Net cumulative losses at end of year

     (584        (741        (475

The major categories and fair values of scheme assets at the end of the reporting period are as follows:

 

FAIR VALUE OF SCHEME ASSETS      2015             2014  
       

UK

£m

       US
£m
       NL
£m
       Total
£m
           

UK

£m

       US
£m
       NL
£m
       Total
£m
 

Equities

       1,216           285                     1,501             1,260           263           226           1,749   

Government bonds

       1,196           70                     1,266             1,249           70           261           1,580   

Corporate bonds

                 417                     417                       455           143           598   

Property funds

       374                               374             270                     30           300   

Cash

       29           35                     64             74           2           5           81   

Other

       23           15                     38               17           20                     37   

Total

       2,838           822                     3,660               2,870           810           665           4,345   

The actual return on scheme assets for the year ended 31 December 2015 was £22m (2014: £451m).

Assets and obligations associated with the schemes are sensitive to changes in the market values of assets and the market-related assumptions used to value scheme liabilities. In particular, adverse changes to asset values, discount rates or inflation could increase future pension costs and funding requirements.

Typically the Group’s schemes are exposed to: investment risks, whereby actual rates of return on plan assets may be below those rates used to determine the defined benefit obligations and interest rate risks, whereby scheme deficits may increase if bond yields in the UK and the US decline and are not offset by returns in government and corporate bond portfolios. The schemes are also exposed to other risks, such as unanticipated future increases in: member longevity patterns, inflation, and future salaries, all potentially leading to an increase in scheme liabilities.

Investment policies of each scheme are intended to ensure continuous payment of defined benefit pensions in the short-term and long-term. Efforts are made to limit risks on marketable securities by adopting investment policies that diversify assets across geographies and among equities, government and corporate bonds, property funds and cash. Asset allocations are dependent on a variety of factors including the duration of scheme liabilities and the statutory funded status of the plan.

All equities and government and corporate bonds have quoted prices in active markets.

Sensitivity analysis

The valuation of the Group’s pension scheme liabilities involves significant actuarial assumptions, being the life expectancy of the members, inflation and the rate at which the future pension payments are discounted. Differences arising from actual experience or future changes in assumptions may materially affect future pension charges. In particular, changes in assumptions for discount rates, inflation and life expectancies that are reasonably possible would have the following approximate effects on the defined benefit pension obligations:

 

      £m  

Increase/decrease of 0.25% in discount rate:

     180   

Increase/decrease of 0.25% in the expected inflation rate:

     97   

Increase/decrease of one year in assumed life expectancy:

     115   

The above analysis has been calculated on the same basis used to determine the defined benefit obligation recognised in the statement of financial position. There has been no change in the methods used to prepare the analysis compared with prior years. This sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that changes in the above assumptions would occur in isolation of one another as some of the assumptions may be correlated.

 

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Table of Contents
108    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

7 Share based remuneration

 

 

Accounting policy

The fair value of share based remuneration is determined at the date of grant and recognised as an expense in the income statement on a straight line basis over the vesting period, taking account of the estimated number of shares that are expected to vest. Market based performance criteria are taken into account when determining the fair value at the date of grant. Non-market based performance criteria are taken into account when estimating the number of shares expected to vest. The fair value of share based remuneration is determined by use of a binomial or Monte Carlo simulation model as appropriate. All of the Group’s share based remuneration is equity settled.

 

The Group provides a number of share based remuneration schemes to Directors and employees. The principal share based remuneration schemes are the Executive Share Option Schemes (ESOS), the Long-Term Incentive Plan (LTIP), the Retention Share Plan (RSP) and the Bonus Investment Plan (BIP). The last and final tranche of awards under the Reed Elsevier Growth Plan (REGP) was made in 2013 which vested in 2015. No further awards are outstanding under this plan. Share options granted under ESOS are exercisable after three years and up to 10 years from the date of grant at a price equivalent to the market value of the respective shares at the date of grant. Conditional shares granted under LTIP, RSP and BIP are exercisable after three years for nil consideration if conditions are met. Other awards principally relate to all employee share based saving schemes in the UK and the Netherlands.

Share based remuneration awards are, other than upon retirement or in exceptional circumstances, subject to the condition that the employee remains in employment at the time of exercise.

Conditional shares granted under LTIP, REGP, RSP and BIP between 2012 and 2015 are subject to the achievement of growth targets of adjusted earnings per share measured at constant exchange rates as well as the achievement of a targeted percentage return on invested capital of the Group. LTIP grants between 2012 and 2015, REGP grants in 2013 and RSP grants in 2014 are also variable subject to the achievement of a total shareholder return performance target.

The weighted average fair value per award is based on full vesting on achievement of non-market-related performance conditions and stochastic models for market-related components. The conditional shares and option awards are recognised in the income statement over the vesting period, being between three and five years, on the basis of expected performance against the non-market-related conditions, with the fair value related to market-related components unchanging.

Comparative share based remuneration numbers have been adjusted retrospectively to reflect the RELX NV share bonus issue effective

30 June 2015.

 

2015 GRANTS   In respect of RELX PLC
ordinary shares
         In respect of RELX NV
ordinary shares
 
     Number of
shares
‘000
   

Weighted
average fair
value per
award

£

         Number of
shares
‘000
   

Weighted
average fair
value per
award

£

 

Share options

         

– ESOS

    1,064        1.13          1,122        0.82   

– Other

    847        1.35            705        0.70   

Total share options

    1,911        1.23            1,827        0.77   

Conditional shares

         

– ESOS

    300        10.39          315        9.37   

– LTIP

    858        9.64          906        9.05   

– BIP

    683        11.46            653        10.81   

Total conditional shares

    1,841        10.44            1,874        9.72   


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   109

 

    

 

 

7 Share based remuneration continued

 

2014 GRANTS    In respect of RELX PLC
ordinary shares
          In respect of RELX NV
ordinary shares
 
     

Number of
shares

‘000

    

Weighted
average fair
value per
award

£

         

Number of
shares

‘000

    

Weighted
average fair
value per
award

£

 

Share options

             

– ESOS

     1,221         0.98           1,327         0.73   

– Other

     1,064         1.31             483         0.59   

Total share options

     2,285         1.13             1,810         0.70   

Conditional shares

             

– ESOS

     365         8.27           397         7.31   

– LTIP

     1,031         7.81           1,121         7.05   

– RSP

     131         9.90           145         9.22   

– BIP

     769         9.23             743         8.37   

Total conditional shares

     2,296         8.48             2,406         7.63   
             
2013 GRANTS    In respect of RELX PLC
ordinary shares
          In respect of RELX NV
ordinary shares
 
      Number of
shares
‘000
    

Weighted
average fair
value per
award

£

          Number of
shares
‘000
    

Weighted
average fair
value per
award

£

 

Share options

             

– ESOS

     1,521         1.12           1,627         0.99   

– Other

     645         1.29             395         0.72   

Total share options

     2,166         1.17             2,022         0.94   

Conditional shares

             

– ESOS

     524         6.51           561         6.03   

– LTIP

     1,338         6.14           1,430         5.79   

– RSP

     10         7.35           11         6.92   

– REGP

     322         6.49           692         6.07   

– BIP

     987         7.40             946         6.95   

Total conditional shares

     3,181         6.63             3,640         6.18   

The main assumptions used to determine the fair values, which have been established with advice from and data provided by independent actuaries, are set out below:

 

ASSUMPTIONS FOR GRANTS MADE DURING THE YEAR     

In respect of RELX PLC

ordinary shares

            

In respect of RELX NV

ordinary shares

 
        2015        2014        2013              2015        2014        2013  

Weighted average share price at date of grant

                                

– ESOS

       £11.51           £9.28           £7.35              €15.00           10.35           8.15   

– LTIP

       £11.52           £9.29           £7.35              €14.92           10.36           8.15   

– RSP

                 £9.90           £7.35                        11.38           8.15   

– BIP

       £11.46           £9.23           £7.39              €14.91           10.34           8.15   

– REGP

                           £7.76                                  8.55   

– Other

       £9.50           £8.86           £7.45              €14.47           10.16           7.73   

Expected share price volatility

       19%           19%           28%              19%           19%           28%   

Expected option life

       4 years           4 years           4 years              4 years           4 years           4 years   

Expected dividend yield

       3.5%           3.8%           4.1%              4.2%           4.5%           4.7%   

Risk-free interest rate

       0.8%           1.5%           0.5%              0.0%           0.6%           0.4%   

Expected lapse rate

       2-5%           2-5%           2-5%                2-4%           2-4%           2-4%   

Expected share price volatility has been estimated based on relevant historical data in respect of the RELX PLC and RELX NV ordinary share prices. Expected share option life has been estimated based on historical exercise patterns in respect of RELX PLC and RELX NV share options.

 

LOGO

 


Table of Contents
110    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

7 Share based remuneration continued

The share based remuneration awards outstanding as at 31 December 2015, in respect of both RELX PLC and RELX NV ordinary shares, are set out below:

 

SHARE OPTIONS    In respect of RELX PLC
ordinary shares
          

In respect of RELX NV

ordinary shares

 
     

Number of
shares under
option

‘000

    Weighted
average
exercise
price
(pence)
          

Number of

shares under

option

‘000

         

Weighted
average
exercise
price

(€)

 

Outstanding at 1 January 2013

     19,335        529            23,966           6.91   

Granted

     2,166        694            2,022           8.07   

Exercised

     (9,102     542            (11,732        6.97   

Forfeited

     (112     535            (257        7.35   

Expired

     (560     537              (711          7.35   

Outstanding at 1 January 2014

     11,727        549            13,288           7.00   

Granted

     2,285        827            1,810           10.31   

Exercised

     (3,318     520            (4,214        7.24   

Forfeited

     (832     514            (535        6.68   

Expired

     (535     577              (881          6.68   

Outstanding at 1 January 2015

     9,327        629            9,468           7.58   

Granted

     1,911        978            1,827           14.80   

Exercised

     (2,053     627            (1,716        7.32   

Forfeited

     (254     694            (680        7.51   

Expired

     (191     618              (438          6.18   

Outstanding at 31 December 2015

     8,740        704              8,461             9.27   

Exercisable at 31 December 2013

     5,150        537              8,513             7.21   

Exercisable at 31 December 2014

     3,163        550              5,352             7.22   

Exercisable at 31 December 2015

     3,105        551              4,886             8.02   
               

CONDITIONAL SHARES

   In respect of
RELX PLC
ordinary
shares
          In respect of
RELX NV
ordinary
shares
 
     

Number of
shares

‘000

         

Number of
shares

‘000

 

Outstanding at 1 January 2013

  

        11,812           10,315   

Granted

  

        3,181           3,640   

Vested

  

        (3,256        (3,024

Forfeited/lapsed

  

          (1,395          (1,420

Outstanding at 1 January 2014

  

        10,342           9,511   

Granted

  

        2,296           2,406   

Vested

  

        (2,772        (2,447

Forfeited/lapsed

  

          (1,236          (957

Outstanding at 1 January 2015

  

        8,630           8,513   

Granted

  

        1,841           1,874   

Vested

  

        (3,197        (2,367

Forfeited/lapsed

  

          (779          (1,593

Outstanding at 31 December 2015

  

          6,495             6,427   

The weighted average share price at the date of exercise of share options and vesting of conditional shares during 2015 was 1,118p (2014: 885p; 2013: 761p) for RELX PLC ordinary shares and 14.50 (2014: 9.77; 2013: 8.55) for RELX NV ordinary shares.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   111

 

    

 

 

7 Share based remuneration continued

 

RANGE OF EXERCISE PRICES FOR OUTSTANDING SHARE OPTIONS        2015          2014          2013  
         

Number of
shares under
option

‘000

   

Weighted
average

remaining

period until
expiry
(years)

        

Number of
shares under
option

‘000

    Weighted
average
remaining
period until
expiry
(years)
        

Number of
shares under
option

‘000

    Weighted
average
remaining
period until
expiry
(years)
 

RELX PLC ordinary shares (pence)

                 

401-500

      582        3.2          1,285        2.9          2,933        2.8   

501-600

      2,368        4.2          3,760        5.1          5,979        5.4   

601-700

      735        1.7          788        2.8          1,338        4.0   

701-800

      2,121        5.3          2,301        6.3          1,462        9.4   

801-900

      12        7.6          12        8.6          12        9.6   

901-1,000

      1,891        6.3          1,181        9.3          3        8.3   

1,001-1,100

      4        8.8                                   

1,101-1,200

        1,027        9.3                                       

Total

        8,740        5.3            9,327        5.4            11,727        5.1   

RELX NV ordinary shares (€)

                 

4.01-5.00

      5        3.0          7        4.2          18        5.1   

5.01-6.00

      1,919        5.4          3,104        6.5          4,525        7.3   

6.01-7.00

      595        3.5          838        4.4          2,082        3.6   

7.01-8.00

      851        2.4          1,626        2.3          3,717        2.9   

8.01-9.00

      1,441        6.9          1,601        7.8          1,925        8.6   

9.01-10.00

      530        3.1          805        4.3          1,021        3.1   

10.01-11.00

      1,191        8.2          1,342        9.2                   

11.01-12.00

      142        8.5          145        9.5                   

12.01-13.00

      82        8.0                                   

13.01-14.00

      61        9.0                                   

14.01-15.00

      387        9.0                                   

15.01-16.00

      1,238        9.2                                   

16.01-17.00

        19        9.0                                       

Total

        8,461        6.3            9,468        6.0            13,288        5.4   

Share options are expected, upon exercise, to be met principally by the issue of new ordinary shares but may also be met from shares held by the Employee Benefit Trust (see note 26). Conditional shares will be met from shares held by the Employee Benefit Trust.

8 Net finance costs

 

      2015
£m
       2014
£m
       2013
£m
 

Interest on short-term bank loans, overdrafts and commercial paper

     (11        (13        (11

Interest on term debt

     (141        (134        (168

Interest on obligations under finance leases

                         (1

Total borrowing costs

     (152        (147        (180

Losses on loans and derivatives not designated as hedges

     (3        (7        (7

Fair value losses on designated fair value hedge relationships

     (1                    

Net financing charge on defined benefit pension schemes

     (21        (15        (19

Finance costs

     (177        (169        (206

Interest on bank deposits

     3           7           4   

Gains on loans and derivatives not designated as hedges

                         6   

Finance income

     3           7           10   

Net finance costs

     (174        (162        (196

A net loss of £48m (2014: £52m; 2013: gain of £1m) on interest rate derivatives designated as cash flow hedges was recognised directly in equity. This included losses of £42m (2014: £54m; 2013: nil) related to foreign exchange movements on debt hedges, which were reclassified immediately to the income statement and offset £42m (2014: £54m; 2013: nil) of foreign exchange gains on the related debt. The remaining loss of £6m (2014: gain of £2m; 2013: gain of £1m) recognised in equity may be reclassified to the income statement in future periods. Including the £42m (2014: £54m; 2013: nil) of foreign exchange losses, losses of £48m (2014: £56m; 2013: £3m) in total were transferred from the hedge reserve in the period.

 

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Table of Contents
112    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

9 Disposals and other items

 

 

Accounting policy

Assets of businesses that are available for immediate sale in their current condition and for which a sales process is considered highly probable to complete are classified as assets held for sale and are carried at the lower of carrying value and fair value less costs to sell. Fair value is based on anticipated disposal proceeds, typically derived from firm or indicative offers from potential acquirers. Non-current assets are not amortised or depreciated following their classification as held for sale. Liabilities of businesses held for sale are also separately classified on the statement of financial position. Fair value movements in the venture capital portfolio, which are classifed as held for trading, are reported within disposals and other items - see note 17.

 

      2015
£m
       2014
£m
       2013
£m
 

Revaluation of held for trading investments

     8           8           5   

(Loss)/gain on disposal of businesses and assets held for sale

     (19        (19        11   

Net (losses)/gains on disposals and other items

     (11        (11        16   

10 Taxation

 

Accounting policy

Tax expense comprises current and deferred tax. Current and deferred tax are charged or credited in the income statement except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different period, outside the income statement (either in other comprehensive income, directly in equity, or through a business combination), in which case the tax appears in the same statement as the transaction that gave rise to it.

 

Current tax is the amount of corporate income taxes payable or recoverable based on the profit for the period as adjusted for items that are not taxable or not deductible, and is calculated using tax rates and laws that were enacted or substantively enacted at the date of the statement of financial position. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the statement of financial position. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period, and which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences but not recognised for taxable temporary differences arising on investments in subsidiaries, associates and joint ventures where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future. Deferred tax liabilities are not recognised on temporary differences that arise from goodwill which is not deductible for tax purposes.

 

Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilised, and are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and liabilities are not recognised in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination. Deferred tax is not discounted.

 

Critical judgement and key source of estimation uncertainty

The Group is subject to tax in numerous jurisdictions, giving rise to complex tax issues that require management to exercise judgement in making tax determinations. As a multinational enterprise, our tax returns in the countries in which we operate are subject to tax authority audits as a matter of routine. While the Group is confident that tax returns are appropriately prepared and filed, amounts are provided in respect of uncertain tax positions that reflect the risk with respect to tax matters under active discussion with tax authorities, or which are otherwise considered to involve uncertainty. Amounts are provided using the best estimate of tax expected to be paid based on an assessment of all relevant factors. However, it is possible that at some future date liabilities will be adjusted as a result of audits by taxing authorities.

 


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   113

 

    

 

10 Taxation continued

 

 

Accounting policy (continued)

In particular, although we report cross-border transactions undertaken between Group subsidiaries on an arm’s-length basis in tax returns in accordance with OECD guidelines, transfer pricing relies on the exercise of judgement and it is frequently possible for there to be a range of legitimate and reasonable views. This means that it is impossible to be certain that the returns basis will be sustained on examination. Discussions with tax authorities relating to cross-border transactions and other matters are ongoing in each of our major trading jurisdictions. Although the timing and amount of final resolution of these uncertain tax positions cannot be reliably predicted, no significant impact on the overall financial position of the Group is expected in the near term.

 

Estimation of income taxes also includes assessments of the recoverability of deferred tax assets. Deferred tax assets are only recognised to the extent that they are considered recoverable based on existing tax laws and forecasts of future taxable profits against which the underlying tax deductions can be utilised. The recoverability of these assets is reassessed at the end of each reporting period, and changes in recognition of deferred tax assets will affect the tax liability in the period of that reassessment.

 

 

        2015
£m
       2014
£m
       2013
£m
 

Current tax

              

United Kingdom

       (65        (36        (50

The Netherlands

       (45        (93        (80

Rest of world

       (260        (228        (222

Total current tax charge

       (370        (357        (352

Deferred tax

       72           88           271   

Tax expense

       (298        (269        (81

Cash tax paid in the year was £343m (2014: £348m; 2013: £362m), which is different to the tax expense for the year set out above.

There are a number of reasons why the cash tax payments in a particular year will be different from the tax expense in the accounts:

Deferred tax:

 

¡   Tax expense includes deferred tax, which is an accounting adjustment arising from temporary differences;

 

¡   Temporary differences occur when an item has to be included in the income statement in one year but is taxed in another year; and

 

¡   RELX Group also has significant deferred tax liabilities on intangible assets recognised as a result of acquisition accounting, which are credited to the income statement as the intangible asset is amortised for accounting purposes.

Timing differences:

 

¡   Tax payments relating to a particular year’s profits are typically due partly in the year and partly in the following year.

Prior period adjustments:

 

¡   Current tax expense is the best estimate at the end of the period of cash tax expected to be paid; and

 

¡   To the extent the final liability is higher or lower than that estimate, any cash tax impact will occur in a later period.

Items recorded in equity and other comprehensive income:

 

¡   Some of the benefits of tax deductions related to share based payments, pensions and hedging are credited to equity or other comprehensive income rather than to tax expense, and so the cash tax liability will be lower than the current tax expense in years when those deductions are available.

Set out below is a reconciliation of the difference between tax expense for the period and the theoretical expense calculated by multiplying accounting profit by the applicable tax rate.

As an enterprise with two listed parent companies in different jurisdictions, we believe the most meaningful applicable rate is that obtained by multiplying the accounting profits and losses of all consolidated entities by the applicable domestic rate in each of those entities’ jurisdictions.

 

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Table of Contents
114    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

10 Taxation continued

The net tax expense charged on profit before tax differs from the theoretical amount that would arise using the weighted average of tax rates applicable to accounting profits and losses of the consolidated entities, as follows:

 

      2015      2014      2013 
      £m      £m      £m 

Profit before tax

     1,312         1,229       1,196 

Tax at average applicable rates

     (299      (292    (280)

Tax effect of share of results of joint ventures

     11         21      

Expenses not deductible for tax purposes

     (16      (14    (25)

US state taxes

     (9      (12    (11)

Non-deductible costs of share based remuneration

     (3           

Non-deductible disposal-related gains and losses

     4         (22    (22)

Tax losses of the period not recognised

     (2      (4    (4)

Recognition and utilisation of tax losses that arose in prior years

             4      

Deferred tax credit on the alignment of business assets

                   221 

Other adjustments in respect of prior periods

     16         50       24 

Deferred tax effect of changes in tax rates

                   (4)

Tax expense

     (298      (269    (81)

 

The weighted average applicable tax rate for the year was 22.8% (2014: 23.7%; 2013: 23.4%), reflecting the applicable rates in the countries where the Group earns profits. Based on current business plans, this mix of profits is not expected to change significantly in the future. The average rate will benefit by less than 0.5% from the announced reduction in the corporate tax rate in the UK from the current 20% to 18% from 2020.

 

Tax expense was 22.7% of profit before tax (2014: 21.9%; 2013: 6.8%). Subject to any one-off adjustments resulting from the settlement of uncertain tax positions, or any disposal profit or loss not taxed at average rates, it is expected that tax expense as a proportion of profit before tax will continue to be broadly in line with the weighted average applicable tax rate.

 

During 2013, the Group aligned certain business assets with their global management structure. As a result of this alignment, the tax deductible value of these assets was updated to market value. This resulted in a deferred tax credit of £221m which reduced the overall tax expense as a proportion of profit before tax in 2013. This credit was excluded from adjusted net profit along with other deferred tax relating to amortisation of intangible assets.

 

The following tax has been recognised in other comprehensive income or directly in equity during the year:

 

      2015      2014      2013 
      £m      £m      £m 

Tax on items that will not be reclassified to profit or loss

        

Tax on actuarial movements on defined benefit pension schemes

     (34      63       (24)
                        

Tax on items that may be reclassified to profit or loss

        

Tax on fair value movements on cash flow hedges

     18         13       (14)
                        

Net tax (debit)/credit recognised in other comprehensive income

     (16      76       (38)

Tax credit on share based remuneration recognised directly in equity

     17         20       20 

 

A number of changes to the UK corporation tax system, including reductions of the main rate of corporation tax from 20% to 19% with effect from 1 April 2017, and from 19% to 18% with effect from 1 April 2020, were substantively enacted on 26 October 2015. The Group has measured its UK deferred tax assets and liabilities at the end of the reporting period at 18% (2014: 20%), which has resulted in recognition of a deferred tax charge of nil in tax expense, a charge of £5m in other comprehensive income, and a charge of £1m directly in equity for the period.

 

              2015      2014 
              £m      £m 

Deferred tax assets

        349       464 

Deferred tax liabilities

              (1,000    (1,056)

Total

              (651    (592)


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   115

 

    

 

 

10 Taxation continued

Movements in deferred tax liabilities and assets (before taking into consideration the offsetting of balances within the same jurisdiction) are summarised as follows:

 

     Deferred tax liabilities          Deferred tax assets         
    

Excess of tax
allowances

over

amortisation

£m

   

Acquired

intangible

assets

£m

    Other
temporary
differences
£m
         Excess of
amortisation
over tax
allowances
£m
    Tax losses
carried
forward
£m
    Pensions
liabilities
£m
   

Other
temporary

differences

£m

   

    Total

£m

 

Deferred tax (liability)/asset at 1 January 2014

    (351     (718     (225       349        14        104        193        (634

Credit/(charge) to profit

    11        71        (18       (4     5        (6     29        88   

(Charge)/credit to equity/other comprehensive income

                  (8                     63        15        70   

Acquisitions

           (53                     17                      (36

Exchange translation differences

    (21     (34     10            (22                   (13     (80

Deferred tax (liability)/asset at 1 January 2015

    (361     (734     (241       323        36        161        224        (592

Credit/(charge) to profit

    41        85        (38       (56     (6     (15     61        72   

(Charge)/credit to equity/other comprehensive income

                  1                        (45            (44

Acquisitions

           (22                     3                      (19

Exchange translation differences

    (19     (31     (13         (16     (1     2        10        (68

Deferred tax (liability)/asset at 31 December 2015

    (339     (702     (291         251        32        103        295        (651

Other deferred tax liabilities include temporary differences in respect of property, plant and equipment, capitalised development spend and financial instruments. Other deferred tax assets include temporary differences in respect of share based remuneration provisions and financial instruments.

As a result of parent company exemptions on dividends from subsidiaries and capital gains on disposal there are no significant taxable temporary differences associated with investments in subsidiaries, branches, associates and interests in joint arrangements.

Deferred tax assets in respect of tax losses and other deductible temporary differences have only been recognised to the extent that it is more likely than not that sufficient taxable profits will be available to allow the asset to be recovered. Accordingly, no deferred tax asset has been recognised in respect of unused trading losses of approximately £57m (2014: £80m) carried forward at year end. The deferred tax asset not recognised in respect of these losses is approximately £12m (2014: £19m). Of the unrecognised losses, £27m (2014: £49m) will expire if not utilised within 10 years, and £30m (2014: £31m) will expire after more than 10 years.

Deferred tax assets of approximately £8m (2014: £13m) have not been recognised in respect of tax losses and other temporary differences carried forward of £45m (2014: £65m), which can only be used to offset future capital gains.

11 Earnings per share

 

 

Accounting policy

The shares of RELX PLC and RELX NV are regarded as two separate classes of share which together form the issued consolidated share capital of the Group. In calculating earnings per share (EPS) of the Group, the earnings for each class of share are calculated on the basis that earnings are fully distributed. The Group’s usual practice is for only a portion of earnings to be distributed by way of dividends. Until the end of 2015, dividends paid to RELX PLC and RELX NV shareholders were, other than in special circumstances, equalised at the gross level inclusive of the prevailing UK tax credit available to certain RELX PLC shareholders. The allocation of earnings between the two classes of shares reflects this differential in dividend payments declared, with the balance of earnings assumed to be distributed as a capital distribution, in equal amounts per share. The UK government has announced that dividend tax credits will be abolished with effect from 6 April 2016, impacting dividends paid after this date. As a result of the abolition of this credit, from 2016 reported earnings per share will be equal for each RELX PLC and RELX NV share.

 

Adjusted earnings per share is calculated by dividing adjusted net profit attributable to shareholders by the total weighted average number of shares for the Group.

 

 

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Table of Contents
116    RELX Group     Annual reports and financial statements 2015

 

    

 

 

11 Earnings per share continued

 

ALLOCATION OF EARNINGS

 

FOR THE YEAR ENDED 31 DECEMBER

     2015
£m
       2014
£m
       2013
£m
 

RELX PLC

              

Allocation of distributed earnings

       294           284           277   

Allocation of undistributed earnings

       224           206           297   

Total net profit allocated to RELX PLC shares

       518           490           574   
                                  

RELX NV

              

Allocation of distributed earnings

       291           281           273   

Allocation of undistributed earnings

       199           184           263   

Total net profit allocated to RELX NV shares

       490           465           536   
                                  

Total net profit attributable to parent companies’ shareholders

       1,008           955           1,110   

 

EARNINGS PER SHARE

   2015           2014           2013  
FOR THE, YEAR ENDED 31 DECEMBER    Weighted
average
number of
shares
(millions)
     EPS
(pence)
          Weighted
average
number of
shares
(millions)
     EPS
(pence)
          Weighted
average
number of
shares
(millions)
     EPS
(pence)
 

Basic earnings per share

                     

RELX PLC

     1,116.2         46.4p           1,140.2             43.0p           1,172.2             49.0p   

RELX NV

     992.4             49.4p             1,014.2         45.8p             1,038.5         51.6p   
                                                               

Diluted earnings per share

                     

RELX PLC

     1,125.9         46.0p           1,152.7         42.5p           1,187.2         48.3p   

RELX NV

     1,001.6         48.9p             1,026.0         45.3p             1,051.9         51.0p   

The diluted figures are calculated after taking account of potential additional ordinary shares arising from share options and conditional shares. Comparative share numbers have been adjusted retrospectively to reflect the bonus issue effective 30 June 2015, see note 26 on page 134.

 

      2015           2014           2013  
      Adjusted net
profit
attributable
to parent
companies’
shareholders
     Weighted
average
number of
shares
(millions)
    

Adjusted
EPS

(pence)

          Adjusted net
profit
attributable
to parent
companies’
shareholders
     Weighted
average
number of
shares
(millions)
    

Adjusted
EPS

(pence)

          Adjusted net
profit
attributable
to parent
companies’
shareholders
     Weighted
average
number of
shares
(millions)
    

Adjusted
EPS

(pence)

 

Adjusted earnings per share for RELX

PLC and RELX NV (pence)

     1,275         2,108.6         60.5p             1,213         2,154.4         56.3p             1,197         2,210.7         54.1p   

 

RECONCILIATION OF ADJUSTED NET PROFIT ATTRIBUTABLE TO PARENT COMPANIES’ SHAREHOLDERS      2015
£m
     2014
£m
     2013
£m
 

Net profit attributable to parent companies’ shareholders

       1,008         955         1,110   

Adjustments (post-tax):

          

Amortisation of acquired intangible assets

       311         280         325   

Acquisition-related costs

       27         21         31   

Net financing charge on defined benefit pension schemes

       16         11         13   

Disposals and other non-operating items

       (2      14         18   

Other deferred tax credits from intangible assets*

       (85      (68      (300

Adjusted net profit attributable to parent companies’ shareholders

       1,275         1,213         1,197   

* Movements on deferred tax liabilities arising on acquired intangible assets that do not qualify for tax amortisation and in 2013 non-recurring deferred tax credits arising on the alignment of certain business assets with their global management structure.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   117

 

    

 

 

12 Statement of cash flows

 

 

Accounting policy

Cash and cash equivalents comprise cash balances, call deposits and other short-term highly liquid investments and are held in the statement of financial position at fair value.

 

 

RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS     

2015

£m

    

2014

£m

    

2013

£m

 

Profit before tax

  

       1,312         1,229         1,196   

Disposals and other non-operating items

  

       11         11         (16

Net finance costs

  

             174         162         196   

Operating profit

  

             1,497         1,402         1,376   

Share of results of joint ventures

  

             (64      (36      (29

Amortisation of acquired intangible assets

  

       292         282         317   

Amortisation of internally developed intangible assets

  

       157         158         160   

Depreciation of property, plant and equipment

  

       71         79         89   

Share based remuneration

  

             34         32         31   

Total non-cash items

  

             554         551         597   

(Increase)/decrease in inventories and pre-publication costs

  

       (17      3         10   

(Increase)/decrease in receivables

  

       (150      (66      5   

Increase/(decrease) in payables

  

             62         (3      (16

Increase in working capital

  

             (105      (66      (1

Cash generated from operations

  

             1,882         1,851         1,943   
               
CASH FLOW ON ACQUISITIONS                  Note      2015
£m
     2014
£m
     2013
£m
 

Purchase of businesses

         13         (158      (347      (194

Investment in joint ventures

            (8      (15      (6

Deferred payments relating to prior year acquisitions

                              (25      (34      (21

Total

                              (191      (396      (221
               
RECONCILIATION OF NET BORROWINGS    Cash and
cash
equivalents
£m
   

Borrowings

£m

   

Related
derivative
financial

instruments

£m

    

2015

£m

    

2014

£m

    

2013

£m

 

At start of year

     276        (3,825     (1      (3,550      (3,072      (3,127

(Decrease)/increase in cash and cash equivalents

     (139                    (139      142         (532

Net movement in short-term bank loans, overdrafts and commercial paper

            340        (1      339         (232      (169

Issuance of term debt

            (500             (500      (589      (184

Repayment of term debt

            122        64         186         300         915   

Repayment of finance leases

            9                9         10         10   

Change in net borrowings resulting from cash flows

     (139     (29     63         (105      (369      40   

Borrowings in acquired businesses

                                   (20        

Inception of finance leases

            (12             (12      (3      (12

Fair value and other adjustments to borrowings and related derivatives

            63        (59      4         (7      (1

Exchange translation differences

     (15     (99     (5      (119      (79      28   

At end of year

     122        (3,902     (2      (3,782      (3,550      (3,072

Net borrowings comprise cash and cash equivalents, loan capital, finance leases, promissory notes, bank and other loans, derivative financial instruments that are used to hedge certain borrowings and adjustments in respect of cash collateral received/paid. The Group monitors net borrowings as part of capital and liquidity management.

 

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Table of Contents
118    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

13 Acquisitions

During the year a number of acquisitions were made for a total consideration of £178m (2014: £356m; 2013: £239m), after taking account of net cash acquired of £3m (2014: £9m; 2013: £14m). The net assets of the businesses acquired are incorporated at their fair value to the Group. Provisional fair values of the consideration given and of the assets and liabilities acquired are summarised below:

 

     Fair value     Fair value     Fair value 
    

2015

£m

   

2014

£m

   

2013 

£m 

Goodwill

    100        240      157 

Intangible assets

    111        187      133 

Property, plant and equipment

           3      – 

Current assets

    9        21     

Current liabilities

    (23     (39   (21)

Borrowings

           (20   – 

Deferred tax

    (19     (36   (39)

Net assets acquired

    178        356      239 

Consideration (after taking account of £3m (2014: £9m; 2013: £14m) net cash acquired)

    178        356      239 

Less: consideration deferred to future years

    (20     (8   (36)

Less: acquisition date fair value of equity interest

           (1   (9)

Net cash flow

    158        347      194 

 

Goodwill, being the excess of the consideration over the net tangible and intangible assets acquired, represents benefits which do not qualify for recognition as intangible assets, including; the ability of a business to generate higher returns than individual assets; skilled workforces; and acquisition synergies that are specific to the Group. In addition, goodwill arises on the recognition of deferred tax liabilities in respect of intangible assets for which amortisation does not qualify for tax deductions.

 

The fair values of the assets and liabilities acquired in the last 12 months are provisional pending the completion of the valuation exercises. Final fair values will be incorporated in the 2016 consolidated financial statements. There were no significant adjustments to the provisional fair values of prior year acquisitions established in 2014.

 

The businesses acquired in 2015 contributed £22m to revenue, increased adjusted operating profit by £2m, decreased net profit by £6m and contributed a net cash outflow of £1m from operating activities for the part year under the Group’s ownership and before taking account of acquisition financing costs. Had the businesses been acquired at the beginning of the year, on a pro forma basis the Group revenues, adjusted operating profit and net profit attributable to parent companies’ shareholders for the year would have been £6,005m, £1,825m and £1,010m respectively, before taking account of acquisition financing costs.

 

14 Equity dividends

 

ORDINARY DIVIDENDS PAID IN THE YEAR   2015     2014     2013 
     £m     £m     £m 

RELX PLC

    295        285      278 

RELX NV

    288        281      273 

Total

    583        566      551 

Ordinary dividends declared and paid in the year, in amounts per ordinary share, comprise: a 2014 final dividend of 19.00p (2014: 17.95p; 2013: 17.00p) and a 2015 interim dividend of 7.4p (2014: 7.00p; 2013: 6.65p), giving a total of 26.4p (2014: 24.95p; 2013: 23.65p) for RELX PLC; and a 2014 final dividend of 0.285 (2014: 0.243; 2013: 0.219) and a 2015 interim dividend of 0.115 (2014: 0.098; 2013: 0.086), giving a total of 0.400 (2014: 0.341; 2013: 0.305) for RELX NV.

The Directors of RELX PLC have proposed a final dividend of 22.3p (2014: 19.00p; 2013: 17.95p), giving a total for the financial year of 29.7p (2014: 26.00p; 2013: 24.60p). The Directors of RELX NV have proposed a final dividend of 0.288 (2014: 0.285; 2013: 0.243), giving a total for the financial year of 0.403 (2014: 0.383; 2013: 0.329). The total cost of funding the proposed final dividends is expected to be £453m, for which no liability has been recognised at the statement of financial position date.

RELX NV dividends per share have been adjusted retrospectively to reflect the bonus issue effective 30 June 2015.


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Financial statements and other information     Notes to the consolidated financial statements   119

 

    

 

 

14 Equity dividends continued

 

ORDINARY DIVIDENDS PAID AND PROPOSED RELATING TO THE FINANCIAL YEAR      2015        2014        2013  
        £m        £m        £m  

RELX PLC

       329           293           283   

RELX NV

       289           286           278   

Total

       618           579           561   

Until the end of 2015, dividends paid to RELX PLC and RELX NV shareholders were, other than in special circumstances, equalised at the gross level inclusive of the prevailing UK tax credit received by certain RELX PLC shareholders. The current equalisation adjustment equalises the benefit of the tax credit between the two sets of shareholders in accordance with the current equalisation agreement. The UK government has announced that dividend tax credits will be abolished with effect from 6 April 2016, impacting dividends paid after this date.

The Employee Benefit Trust (EBT) has waived the right to receive dividends on RELX PLC and RELX NV shares.

15 Goodwill

 

 

Accounting policy

On the acquisition of a subsidiary or business, the purchase consideration is allocated between the net tangible and intangible assets on a fair value basis, with any excess purchase consideration representing goodwill. Goodwill arising on acquisitions also includes amounts corresponding to deferred tax liabilities recognised in respect of acquired intangible assets.

 

Goodwill is recognised as an asset and reviewed for impairment when there is an indicator that the asset may be impaired and at least annually. Any impairment is recognised immediately in the income statement and not subsequently reversed.

 

On disposal of a subsidiary or business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

At each statement of financial position date, the carrying amounts of tangible and intangible assets and goodwill are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the higher of value in use and fair value less costs to sell, of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, value in use estimates are made based on the cash flows of the cash generating unit to which the asset belongs. Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever there is any indication that the asset may be impaired.

 

If the recoverable amount of an asset or cash generating unit is estimated to be less than its net carrying amount, the net carrying amount of the asset or cash generating unit is reduced to its recoverable amount. Impairment losses are recognised immediately in the income statement in administration and other expenses.

 

Critical judgement and key source of estimation uncertainty

The carrying amounts of goodwill and indefinite lived intangible assets in each business are reviewed for impairment at least annually. The carrying amounts of all other intangible assets are reviewed where there are indications of possible impairment. An impairment review involves a comparison of the carrying value of the asset with estimated values in use based on the latest management cash flow projections, approved by the Boards. Key areas of judgement in estimating the values in use of businesses are the growth in cash flows over a forecast period of up to five years, the long-term growth rate assumed thereafter and the discount rate applied to the forecast cash flows. A description of the key assumptions and sensitivities is provided below.

 

 

            2015        2014  
            £m        £m  

At start of year

        4,981           4,576   

Acquisitions

        100           240   

Disposals/reclassified as held for sale

        (34        (34

Exchange translation differences

          184           199   

At end of year

          5,231           4,981   

 

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120    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

15 Goodwill continued

The carrying amount of goodwill is after cumulative amortisation of £1,105m (2014: £1,106m), which was charged prior to the adoption of IFRS, and £9m (2014: £9m) of subsequent impairment charges recorded in prior years.

Impairment review

Impairment testing of goodwill and indefinite lived intangible assets is performed at least annually in accordance with the methodology described above. There were no charges for impairment of goodwill in 2015 (2014: nil; 2013: nil).

Goodwill is compiled and assessed among groups of cash generating units, which represent the lowest level at which goodwill is monitored by management. Typically, acquisitions are integrated into existing business units, and the goodwill arising is allocated to the groups of cash generating units that are expected to benefit from the synergies of the acquisition. As the business areas have become increasingly integrated and globalised, management has reviewed the allocation of goodwill to groups of cash generating units. In order to reflect the global leverage of assets, skills, knowledge and technology platforms, and consequential changes to the monitoring of goodwill by management, the number of groups of cash generating units to which goodwill is allocated has been reduced from 5 in 2014 to 4 in 2015. Reducing the number of groups of cash generating units had no impact on the carrying values of goodwill, which are set out below:

 

GOODWILL                    2015        2014  
                      £m        £m  

Scientific, Technical & Medical

           1,301           1,109   

Risk & Business Analytics

           2,270           2,259   

Legal

           1,230           1,199   

Exhibitions

                       430           414   

Total

                       5,231           4,981   

 

The key assumptions used for each group of cash generating units are disclosed below:

 

             
KEY ASSUMPTIONS   2015        2014  
     Pre-tax
discount rate
   

Nominal
long-term
market

growth rate

       Pre-tax
discount rate
       Nominal
long-term
market
growth rate
 

Scientific, Technical & Medical

    10.3%        3.0%           10.4%           3.0%   

Risk & Business Analytics

    11.6%        3.0%           11.5%           3.0%   

Legal

    12.3%        2.0%           11.5%           2.0%   

Exhibitions

    12.5%        3.0%           11.7%           3.0%   

The pre-tax discount rates used are based on the Group’s weighted average cost of capital, adjusted to reflect a risk premium specific to each business. Nominal long-term market growth rates, which are applied after the forecast period of up to five years, do not exceed the long-term average growth prospects for the sectors and territories in which the businesses operate.

A sensitivity analysis has been performed based on changes in key assumptions considered to be reasonably possible by management: an increase in the discount rate of 0.5%; a decrease in the compound annual growth rate for cash flow in the five-year forecast period of 2.0%; and a decrease in the nominal long-term market growth rates of 0.5%. The sensitivity analysis shows that no impairment charges would result from these scenarios.


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Financial statements and other information     Notes to the consolidated financial statements   121

 

    

 

 

16 Intangible assets

 

 

Accounting policy

Intangible assets acquired as part of a business combination are stated in the statement of financial position at their fair value as at the date of acquisition, less accumulated amortisation. Internally generated intangible assets are stated in the statement of financial position at the directly attributable cost of creation of the asset, less accumulated amortisation.

 

Intangible assets acquired as part of business combinations comprise: market-related assets (e.g. trademarks, imprints, brands); customer-related assets (e.g. subscription bases, customer lists, customer relationships); editorial content; software and systems (e.g. application infrastructure, product delivery platforms, in-process research and development); contract-based assets (e.g. publishing rights, exhibition rights, supply contracts); and other intangible assets. Internally generated intangible assets typically comprise software and systems development where an identifiable asset is created that is probable to generate future economic benefits.

 

Intangible assets, other than journal titles determined to have indefinite lives, are amortised on a straight-line basis over their estimated useful lives. The estimated useful lives of intangible assets with finite lives are as follows: market and customer-related assets – 3 to 40 years; content, software and other acquired intangible assets – 3 to 20 years; and internally developed intangible assets – 3 to 10 years. Journal titles determined to have indefinite lives are not amortised and are subject to impairment review at least annually, including a review of events and circumstances to ensure that they continue to support an indefinite useful life.

 

Critical judgements and key sources of estimation uncertainty

On acquisition of a subsidiary or business, the purchase consideration is allocated between the net tangible and intangible assets other than goodwill on a fair value basis, with any excess purchase consideration representing goodwill. The valuation of acquired intangible assets represents the estimated economic value in use, using standard valuation methodologies, including as appropriate, discounted cash flow, relief from royalty and comparable market transactions. Acquired intangible assets are capitalised and amortised systematically over their estimated useful lives, subject to impairment review. The assumptions used are subject to management judgement.

 

Appropriate amortisation periods are selected based on assessments of the longevity of the brands and imprints, the strength and stability of customer relationships, the market positions of the acquired assets and the technological and competitive risks that they face. Certain intangible assets in relation to acquired science and medical publishing businesses have been determined to have indefinite lives. The longevity of these assets is evidenced by their long-established and well-regarded journal titles, and their characteristically stable market positions. The assumptions used are subject to management judgement.

 

Development spend embraces investment in new products and other initiatives, ranging from the building of online delivery platforms, to launch costs of new services, to building new infrastructure and applications. Launch costs and other ongoing operating expenses of new products and services are expensed as incurred. The costs of building product applications, platforms and infrastructure are capitalised as intangible assets, where the investment they represent has demonstrable value and the technical and commercial feasibility is assured. Costs eligible for capitalisation must be incremental, clearly identified and directly attributable to a particular project. The resulting assets are amortised over their estimated useful lives. Impairment reviews are carried out at least annually. Judgement is required in the assessment of the potential value of a development project, the identification of costs eligible for capitalisation and the selection of appropriate asset lives.

 

 

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122    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

16 Intangible assets continued

 

     

Market and
customer-
related

£m

    Content,
software
and other
£m
   

 

Total
acquired
intangible
assets
£m

   

 

Internally
developed
intangible
assets

£m

    Total
£m
 

Cost

                                        

At 1 January 2014

     2,745        2,942        5,687        1,717        7,404   

Acquisitions

     69        117        186        1        187   

Additions

                          207        207   

Disposals/reclassified as held for sale

            (62     (62     (73     (135

Exchange translation differences

     151        44        195        32        227   

At 1 January 2015

     2,965        3,041        6,006        1,884        7,890   

Acquisitions

     68        43        111               111   

Additions

                          242        242   

Disposals/reclassified as held for sale

     (4     (3     (7     (110     (117

Exchange translation differences

     129        52        181        37        218   

At 31 December 2015

     3,158        3,133        6,291        2,053        8,344   

Accumulated amortisation

                                        

At 1 January 2014

     967        2,316        3,283        997        4,280   

Charge for the year

     154        128        282        158        440   

Disposals/reclassified as held for sale

            (44     (44     (64     (108

Exchange translation differences

     58        43        101        13        114   

At 1 January 2015

     1,179        2,443        3,622        1,104        4,726   

Charge for the year

     173        119        292        157        449   

Disposals/reclassified as held for sale

     (4     (3     (7     (105     (112

Exchange translation differences

     54        52        106        19        125   

At 31 December 2015

     1,402        2,611        4,013        1,175        5,188   

Net book amount

          

At 31 December 2014

     1,786        598        2,384        780        3,164   

At 31 December 2015

     1,756        522        2,278        878        3,156   

Included in content, software and other acquired intangible assets are assets with a net book value of £212m (2014: £265m) that arose on acquisitions completed prior to the adoption of IFRS that have not been allocated to specific categories of intangible assets. Internally developed intangible assets typically comprise software and systems development where an identifiable asset is created that is expected to generate future economic benefits.

Included in market and customer-related intangible assets at 31 December 2015 are £280m of brands and imprints relating to Scientific, Technical & Medical that were previously determined to have indefinite lives based on an assessment of their historical longevity and stable market positions. Following a review by management during 2015, these assets have been assigned a useful life of 20 years, with amortisation commencing on 1 July 2015. As a result, an additional £7m of amortisation has been recognised for the year ended 31 December 2015. Included in market and customer-related intangible assets are £103m (2014: £369m) of journal titles relating to Scientific, Technical & Medical determined to have indefinite lives based on an assessment of their historical longevity and stable market positions. Indefinite lived intangibles are tested for impairment at least annually.


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Financial statements and other information     Notes to the consolidated financial statements   123

 

    

 

 

17 Investments

 

 

Accounting policy

Investments, other than investments in joint arrangements and associates, are stated in the statement of financial position at fair value. Investments held as part of the venture capital portfolio are classified as held for trading, with changes in fair value reported in disposals and other non-operating items in the income statement. All other investments are classified as available for sale with changes in fair value recognised directly in equity until the investment is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is brought into the net profit or loss for the period. All items recognised in the income statement relating to investments, other than investments in joint arrangements and associates, are reported as disposals and other non-operating items.

 

Available for sale investments and venture capital investments held for trading represent investments in listed and unlisted securities. The fair value of listed securities is determined based on quoted market prices, and of unlisted securities on management’s estimate of fair value based on standard valuation techniques, including market comparisons and discounts of future cash flows, having regard to maximising the use of observable inputs and adjusting for risk. Advice from valuation experts is used as appropriate.

 

All joint arrangements are classified as joint ventures because the Group shares joint control and has rights to the net assets of the arrangements. Investments in joint ventures and associates are accounted for under the equity method and stated in the statement of financial position at cost as adjusted for post-acquisition changes in the Group’s share of net assets, less any impairment in value.

 

   

 

     

 

2015
£m

      

 

2014
£m

 

Investments in joint ventures

     101           125   

Available for sale investments

     2           2   

Venture capital investments held for trading

     139           110   

Total

     242           237   

 

The value of venture capital investments and available for sale investments has been determined by reference to other observable market inputs or, when these are not available, by reference to inputs we believe would reflect the assumptions market participants would use. Gains and losses included in the consolidated income statement are provided in note 9.

 

An analysis of changes in the carrying value of investments in joint ventures is set out below:

 

    

  

     

 

2015
£m

      

 

2014
£m

 

At start of year

     125           125   

Share of results of joint ventures

     64           36   

Dividends received from joint ventures

     (57        (44

Disposals and transfers

     (34        (1

Additions

     8           15   

Exchange translation differences

     (5        (6

At end of year

     101           125   

 

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124    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

17 Investments continued

Summarised aggregate information in respect of the Group’s share of joint ventures is set out below:

 

       

 

RELX Group share

 
       

2015

£m

    

2014

£m

 

Revenue

       152         153   

Net profit for the year

       64         36   

Total assets

       83         138   

Total liabilities

       (45      (91

Net assets

       38         47   

Goodwill

       63         78   

Total

       101         125   

The Group’s consolidated other comprehensive income includes no income or losses relating to joint ventures in either period.

18 Property, plant and equipment

 

 

Accounting policy

Property, plant and equipment are stated in the statement of financial position at cost less accumulated depreciation. No depreciation is provided on freehold land. Freehold buildings and long leases are depreciated over their estimated useful lives up to a maximum of 50 years. Short leases are written off over the duration of the lease. Depreciation is provided on other assets on a straight-line basis over their estimated useful lives as follows:

 

- land and buildings: land - not depreciated; leasehold improvements – shorter of life of lease and 10 years;

 

- fixtures and equipment: plant – 3 to 20 years; office furniture, fixtures and fittings – 5 to 10 years; computer systems, communication networks and equipment – 3 to 7 years.

 

   

 

     

 

2015

         

 

2014

 
     

 

Land and
buildings
£m

   

 

Fixtures and
equipment
£m

        Total
£m
         

 

Land and
buildings
£m

   

 

Fixtures and
equipment
£m

        Total
£m
 

Cost

               

At start of year

     201        600        801           210        558        768   

Acquisitions

                                    3        3   

Capital expenditure

     8        68        76           9        61        70   

Disposals/reclassified as held for sale

     (11     (89     (100        (25     (40     (65

Exchange translation differences

     7        16        23             7        18        25   

At end of year

     205        595        800             201        600        801   

Accumulated depreciation

               

At start of year

     114        460        574           117        414        531   

Charge for the year

     9        62        71           9        70        79   

Disposals/reclassified as held for sale

     (10     (80     (90        (16     (38     (54

Exchange translation differences

     4        12        16             4        14        18   

At end of year

     117        454        571             114        460        574   

Net book amount

     88        141        229             87        140        227   

No depreciation is provided on freehold land of £14m (2014: £14m). The net book amount of property, plant and equipment at 31 December 2015 includes £19m (2014: £13m) in respect of assets held under finance leases relating to fixtures and equipment.


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Financial statements and other information     Notes to the consolidated financial statements   125

 

    

 

 

19 Financial instruments

 

 

Accounting policy

Financial instruments comprise investments (other than investments in joint ventures or associates), trade receivables, cash and cash equivalents, payables and accruals, borrowings and derivative financial instruments.

 

Investments (other than investments in joint ventures and associates) are classified as either held for trading or available for sale, as described in note 17. (These investments are typically classified as either Level 1 or 2 in the IFRS13 fair value hierarchy.) The fair value of such investments is based on either quoted market prices or other observable market inputs.

 

Trade receivables are carried in the statement of financial position at invoiced value less allowance for estimated irrecoverable amounts. Irrecoverable amounts are estimated based on the ageing of trade receivables, experience and circumstance. Borrowings and payables are recorded initially at fair value and subsequently carried at amortised cost (other than fixed rate borrowings in designated hedging relationships for which the carrying amount of the hedged portion of the borrowings is subsequently adjusted for the gain or loss attributable to the hedged risk).

 

Derivative financial instruments are used to hedge interest rate and foreign exchange risks. Where an effective hedge is in place against changes in the fair value of fixed rate borrowings, the hedged borrowings are adjusted for changes in fair value attributable to the risk being hedged with a corresponding income or expense included in the income statement within finance costs. The offsetting gains or losses from remeasuring the fair value of the related derivatives are also recognised in the income statement within finance costs. When the related derivative expires, is sold or terminated, or no longer qualifies for hedge accounting, the cumulative change in fair value of the hedged borrowing is amortised in the income statement over the period to maturity of the borrowing using the effective interest method.

 

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised (net of tax) directly in equity in the hedge reserve. If a hedged firm commitment or forecasted transaction results in the recognition of a non-financial asset or liability, then, at the time that the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the income statement in the same period in which the hedged item affects net profit or loss. Any ineffective portion of hedges is recognised immediately in the income statement.

 

Cash flow hedge accounting is discontinued when a hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is either retained in equity until the firm commitment or forecasted transaction occurs, or, where a hedged transaction is no longer expected to occur, is immediately credited or expensed in the income statement.

 

Derivative financial instruments that are not designated as hedging instruments are classified as held for trading and recorded in the statement of financial position at fair value, with changes in fair value recognised in the income statement.

 

The fair values of interest rate swaps, interest rate options, forward rate agreements and forward foreign exchange contracts represent the replacement costs calculated using observable market rates of interest and exchange. The fair value of long-term borrowings is calculated by discounting expected future cash flows at observable market rates. (These instruments are accordingly classified as Level 2 in the IFRS13 fair value hierarchy.)

 

   

The main financial risks faced by the Group are liquidity risk, market risk – comprising interest rate risk and foreign exchange risk – and credit risk. Financial instruments are used to finance the Group businesses and to hedge interest rate and foreign exchange risks. The Group’s businesses do not enter into speculative derivative transactions. Details of financial instruments subject to liquidity, market and credit risks are described below.

Liquidity risk

The Group maintains a range of borrowing facilities and debt programmes to fund its requirements at competitive rates.

The balance of long-term debt, short-term debt and committed bank facilities is managed to provide security of funding, taking into account the cash generation cycle of the business and the uncertain size and timing of acquisition spend. To accommodate the significant free cash flow generated by the Group and to capitalise on an inexpensive source of funding, a meaningful portion of the overall debt portfolio is typically kept short-term as long as there exists acceptable liquidity in the commercial paper markets and sufficient capacity under committed credit lines. The Group’s treasury policies ensure adequate liquidity by requiring (a) that no more than $1.5bn of term debt matures in any 12-month period, (b) that the sum of term debt maturing over the ensuing 12 months plus short-term borrowings is less than the sum of available cash plus committed facilities and (c) that minimum levels of borrowing with maturities over three and five years are maintained.

The treasury policies ensure debt efficiency by (a) targeting certain levels of short-term borrowings across a given year, (b) maintaining a weighted average maturity of the gross debt portfolio of approximately 5 years and (c) minimising surplus cash balances. From time to time, based on cash flow and market conditions, the Group may redeem term debt early or repurchase outstanding debt in the open market. Debt is issued to meet the funding requirements of various jurisdictions and in the currency that is needed. It is recognised that debt can act as a natural translation hedge of earnings and net assets in currencies other than the reporting currencies. For this reason, a significant proportion of the Group’s net debt has historically been denominated in US dollars, reflecting the size and importance of the US businesses.

 

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126    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

19 Financial instruments continued

There were no changes to the Group’s long-term approach to capital and liquidity management during the year.

The remaining contractual maturities for borrowings and derivative financial instruments are shown in the table below. The table shows undiscounted principal and interest cash flows and includes contractual gross cash flows to be exchanged as part of cross-currency interest rate swaps and forward foreign exchange contracts where there is a legal right of set-off.

 

             Contractual cash flow  
At 31 December 2015   

Carrying

amount

£m

   

Within
1 year

£m

    1-2 years
£m
    2-3 years
£m
    3-4 years
£m
    4-5 years
£m
   

More than
5 years

£m

   

Total

£m

 

Borrowings

                

Fixed rate borrowings

     (3,288     (548     (445     (285     (655     (469     (1,679     (4,081

Floating rate borrowings

     (614     (221     (261     (137                   (3     (622

Derivative financial liabilities

                

Cross-currency interest rate swaps

     (35     (20     (18     (211     (15     (16     (532     (812

Forward foreign exchange contracts

     (74     (1,233     (445     (201     (43                   (1,922

Derivative financial assets

                

Interest rate derivatives

     36        14        13        5        4        4               40   

Cross-currency interest rate swaps

     2        8        8        196        5        6        470        693   

Forward foreign exchange contracts

     44        1,210        430        203        44                      1,887   

Total

     (3,929     (790     (718     (430     (660     (475     (1,744     (4,817
                
             Contractual cash flow  
At 31 December 2014    Carrying
amount
£m
    Within
1 year
£m
    1-2 years
£m
    2-3 years
£m
    3-4 years
£m
    4-5 years
£m
    More than
5 years
£m
    Total
£m
 

Borrowings

                

Fixed rate borrowings

     (2,937     (263     (536     (432     (265     (632     (1,631     (3,759

Floating rate borrowings

     (888     (551     (3     (275     (65            (2     (896

Derivative financial liabilities

                

Cross-currency interest rate swaps

     (47     (11     (10     (318     (188                   (527

Forward foreign exchange contracts

     (47     (1,288     (474     (150     (58                   (1,970

Derivative financial assets

                

Interest rate derivatives

     46        14        13        11        4        4        5        51   

Cross-currency interest rate swaps

     6        3        3        275        181                      462   

Forward foreign exchange contracts

     57        1,293        475        150        62                      1,980   

Total

     (3,810     (803     (532     (739     (329     (628     (1,628     (4,659

The carrying amount of derivative financial liabilities comprises £16m (2014: £3m) in relation to fair value hedges, £80m (2014: £78m) in relation to cash flow hedges and £13m (2014: £9m) not designated as hedging instruments. The carrying amount of derivative financial assets comprises £36m (2014: £46m) in relation to fair value hedges, £41m (2014: £60m) in relation to cash flow hedges and £10m (2014: £3m) not designated as hedging instruments, less £5m of cash collateral received from swap counterparties which has been offset against the related derivative financial assets (2014: £4m which has been added to the related derivative financial liabilities) (see ‘Credit risk’ below). The expected cash flows in respect of the cash collateral have been included in the tables above together with the cash flows for the related cross-currency interest rate swaps.

At 31 December 2015, the Group had access to a $2,000m committed bank facility maturing in July 2020, which was undrawn. This facility backs up short-term borrowings. All borrowings that mature within the next two years can be covered by the facility and by utilising available cash resources.

The committed bank facility, together with certain private placements, is subject to financial covenants typical to the Group’s size and financial strength. The Group had significant headroom within these covenants for the year ended 31 December 2015. There are no financial covenants in any outstanding public bonds.


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Financial statements and other information     Notes to the consolidated financial statements   127

 

    

 

 

19 Financial instruments continued

Market risk

The Group’s primary market risks are to interest rate fluctuations and exchange rate movements. Derivatives are used to hedge or reduce the risks of interest rate and exchange rate movements and are not entered into unless such risks exist. Derivatives used by the Group for hedging a particular risk are not specialised and are generally available from numerous sources. The impact of market risks on net post-employment benefit obligations and taxation is excluded from the following market risk sensitivity analysis.

Interest rate exposure management

The Group’s interest rate exposure management policy aims to reduce the exposure of the Group to changes in interest rates at efficient cost. To achieve this, the Group uses fixed rate term debt, interest rate swaps, forward rate agreements and interest rate options. Interest rate derivatives are used only to hedge an underlying risk and no net market positions are held.

At 31 December 2015, 50% of gross borrowings were either fixed rate or had been fixed through the use of interest rate swaps, forward rate agreements and options. A 100 basis point reduction in interest rates would result in an estimated decrease in net finance costs of £18m (2014: £16m), based on the composition of financial instruments including cash, cash equivalents, bank loans and commercial paper borrowings at 31 December 2015. A 100 basis point rise in interest rates would result in an estimated increase in net finance costs of £18m (2014: £16m).

The impact on net equity of a theoretical change in interest rates as at 31 December 2015 is restricted to the change in carrying value of floating rate to fixed rate interest rate derivatives in a designated cash flow hedge relationship and undesignated interest rate derivatives, of which there were none in the Group as at 31 December 2015. Therefore, there would be no change (2014: no change) in net equity from a theoretical change in interest rates. The impact of a change in interest rates on the carrying value of fixed rate borrowings in a designated fair value hedge relationship would be offset by the change in carrying value of the related interest rate derivative. Fixed rate borrowings not in a designated hedging relationship are carried at amortised cost.

Foreign currency exposure management

Translation exposures arise on the earnings and net assets of business operations in countries other than those of each parent company. Some of these exposures are offset by denominating borrowings in US dollars and other currencies. Currency exposures on transactions denominated in a foreign currency are generally hedged using forward contracts. In addition, recurring transactions and future investment exposures may be hedged, in advance of becoming contractual. The precise policy differs according to the specific circumstances of the individual businesses. Highly predictable future cash flows may be covered for transactions expected to occur during the next 24 months (50 months for the Scientific, Technical & Medical subscription businesses) within limits defined according to the period before the transaction is expected to become contractual. Cover takes the form of foreign exchange forward contracts.

As at 31 December 2015, the amount of outstanding foreign exchange cover against future transactions was £1.4bn (2014: £1.4bn).

A theoretical weakening of all currencies by 10% against sterling at 31 December 2015 would decrease the carrying value of net assets, excluding net borrowings, by £541m (2014: £524m). This would be offset to a degree by a decrease in net borrowings of £286m (2014: £255m). A strengthening of all currencies by 10% against sterling at 31 December 2015 would increase the carrying value of net assets, excluding net borrowings, by £541m (2014: £524m) and increase net borrowings by £286m (2014: £255m).

A retranslation of the Group’s net profit for the year, assuming a 10% weakening of all foreign currencies against sterling but excluding transactional exposures, would reduce net profit by £86m (2014: £80m). A 10% strengthening of all foreign currencies against sterling on this basis would increase net profit for the year by £86m (2014: £80m).

Credit risk

The Group seeks to limit interest rate and foreign exchange risks described above by the use of financial instruments and as a result has a credit risk from the potential non-performance by the counterparties to these financial instruments, which are unsecured. The amount of this credit risk is normally restricted to the amounts of any hedge gain and not the principal amount being hedged. The Group also has a credit exposure to counterparties for the full principal amount of cash and cash equivalents. Credit risks are controlled by monitoring the credit quality of these counterparties, principally licensed commercial banks and investment banks with strong long-term credit ratings, and the amounts outstanding with each of them.

In certain situations, the Group enters into credit support arrangements with derivative counterparties to mitigate the credit exposures arising from hedge gains on the related financial instruments. Under these arrangements, the Group receives (or pays) cash collateral equal to the mark to market valuation of the related derivative asset (or liability) on monthly settlement dates. At 31 December 2015, £5m (2014: £4m) of cash collateral had been received, and the resulting payable balance was offset against the related derivative assets of nil (2014: £4m added to the related derivative liabilities of £1m) in the statement of financial position.

The Group has treasury policies in place which do not allow concentrations of risk with individual counterparties and do not allow significant treasury exposures with counterparties which are rated lower than A-/A3 by Standard & Poor’s, Moody’s and Fitch. At 31 December 2015, cash and cash equivalents totalled £122m (2014: £276m), of which 91% (2014: 96%) was held with banks rated A-/A3 or better.

 

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Table of Contents
128    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

19 Financial instruments continued

The Group also has credit risk with respect to trade receivables due from its customers, which include national and state governments, academic institutions and large and small enterprises including law firms, book stores and wholesalers. The concentration of credit risk from trade receivables is limited due to the large and broad customer base. Trade receivable exposures are managed locally in the business units where they arise. Where appropriate, business units seek to minimise this exposure by taking payment in advance and through management of credit terms. Allowance is made for bad and doubtful debts based on management’s assessment of the risk taking into account the ageing profile, experience and circumstance. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, recorded in the statement of financial position.

Included within trade receivables are the following amounts which are past due but for which no allowance has been made: past due up to one month £146m (2014: £136m); past due two to three months £76m (2014: £66m); past due four to six months £40m (2014: £30m); and past due greater than six months £17m (2014: £7m). Examples of trade receivables which are past due but for which no allowance has been made include those receivables where there is no concern over the creditworthiness of the customer and where the history of dealings with the customer indicate the amount will be settled.

Hedge accounting

The hedging relationships that are designated under IAS39 – Financial Instruments are described below.

Fair value hedges

The Group has entered into interest rate swaps and cross-currency interest rate swaps to hedge the exposure to changes in the fair value of fixed rate borrowings due to interest rate and foreign currency movements which could affect the income statement. Interest rate derivatives (including cross-currency interest rate swaps) with a principal amount of £897m (2014: £908m) were in place at 31 December 2015 swapping fixed rate term debt issues denominated in US dollars (USD), sterling and euros to floating rate USD, sterling and euro debt respectively for the whole or part of their term.

The gains and losses on the borrowings and related derivatives designated as fair value hedges, which are included in the income statement, for the three years ended 31 December 2015 were as follows:

 

 

GAINS/(LOSSES) ON BORROWINGS AND RELATED

DERIVATIVES

 

1 January
2013

£m

   

 

Fair value

movement

gain/(loss)

£m

   

Exchange

gain/(loss)

£m

   

1 January
2014

£m

   

 

Fair value

movement

gain/(loss)

£m

   

 

Exchange

gain/(loss)

£m

   

 

1 January
2015

£m

   

 

Fair value

movement

gain/(loss)

£m

   

 

Exchange
gain/
(loss)

£m

   

 

31
December
2015

£m

 

USD debt

           6               6        (3            3        (2     1        2   

Related interest rate swaps

           (6            (6     3               (3     2        (1     (2
                                                                       

GBP debt

    (36     17               (19     (1            (20     6               (14

Related interest rate swaps

    36        (17            19        1               20        (6            14   
                                                                       

EUR debt

    (8     13        (1     4        (31     1        (26     15        2        (9

Related interest rate swaps

    8        (13     1        (4     31        (1     26        (16     (2     8   
                                                       (1            (1

Swiss franc (CHF) debt

    (80     14        1        (65     65                                      

Related CHF to USD cross-currency interest rate swaps

    80        (14     (1     65        (65                                   
                                                                       

Total relating to USD, GBP, EUR and CHF debt

    (124     50               (74     30        1        (43     19        3        (21

Total related interest rate swaps

    124        (50            74        (30     (1     43        (20     (3     20   

Net loss

                                                     (1            (1

All fair value hedges were highly effective throughout the three years ended 31 December 2015.

Gross borrowings as at 31 December 2015 included £28m (2014: £29m) in relation to fair value adjustments to borrowings previously designated in a fair value hedge relationship which were de-designated in 2008. The related derivatives were closed out on de-designation with a cash inflow of £62m. £3m (2014: £4m) of these fair value adjustments were amortised in the year as a reduction to finance costs.


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Financial statements and other information     Notes to the consolidated financial statements   129

 

    

 

 

19 Financial instruments continued

Cash flow hedges

The Group enters into two types of cash flow hedge:

 

1 Debt hedges comprising interest rate derivatives which fix the interest expense on a portion of forecast floating rate debt (including commercial paper, short-term bank loans and floating rate term debt), and cross-currency interest rate derivatives which hedge the cash flow exposure arising from foreign currency denominated debt.

 

2 Revenue hedges comprising forward foreign exchange contracts which fix the exchange rate on a portion of future foreign currency subscription revenues forecast by the businesses for up to 50 months.

Movements in the hedge reserve in 2014 and 2015, including gains and losses on cash flow hedging instruments, were as follows:

 

      Debt
hedges
£m
    Revenue
hedges
£m
   

 

Total hedge
reserve
pre-tax

£m

 

Hedge reserve at 1 January 2014: gains deferred

     2        94        96   

Losses arising in 2014

     (52     (29     (81

Amounts recognised in income statement

     56        (37     19   

Exchange translation differences

            1        1   

Hedge reserve at 1 January 2015: gains deferred

     6        29        35   

Losses arising in 2015

     (48     (56     (104

Amounts recognised in income statement

     48        (19     29   

Exchange translation differences

            2        2   

Hedge reserve at 31 December 2015: gains/(losses) deferred

     6        (44     (38

All cash flow hedges were highly effective throughout the two years ended 31 December 2015.

A tax credit of £8m (2014: charge of £10m; 2013: charge of £23m) in respect of the above gains and losses at 31 December 2015 was also deferred in the hedge reserve.

Of the amounts recognised in the income statement in the year, gains of £19m (2014: £37m; 2013: £6m) were recognised in revenue, and losses of £48m (2014: £56m; 2013: £3m) were recognised in finance costs. A tax credit of £1m (2014: charge of £9m; 2013: charge of £1m) was recognised in relation to these items.

The deferred gains and losses on cash flow hedges at 31 December 2015 are currently expected to be recognised in the income statement in future years as follows:

 

        Debt
hedges
£m
     Revenue
hedges
£m
    

 

Total hedge
reserve
pre-tax

£m

 

2016

               (15      (15

2017

               (20      (20

2018

       3         (7      (4

2019

       (2      (2      (4

2020 and beyond

       5                 5   

Gains/(losses) deferred in hedge reserve at end of year

       6         (44      (38

The cash flows for these hedges are expected to occur in line with the recognition of the gains and losses in the income statement, other than in respect of certain forward foreign exchange hedges on subscriptions, where cash flows may be expected to occur in advance of the subscription year.

 

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Table of Contents
130    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

20 Inventories and pre-publication costs

 

 

Accounting policy

Inventories and pre-publication costs are stated at the lower of cost, including appropriate attributable overhead, and estimated net realisable value. Such costs typically comprise direct internal labour costs and externally commissioned editorial and other fees. Pre-publication costs, representing costs incurred in the origination of content prior to publication, are expensed systematically reflecting the expected sales profile over the estimated economic lives of the related products, generally up to five years.

 

Annual reviews are carried out to assess the recoverability of carrying amounts.

 

   

 

       

 

2015
£m

    

 

2014
£m

 

Raw materials

       1         2   

Pre-publication costs

       101         92   

Finished goods

       56         48   

Total

       158         142   

 

21 Trade and other receivables

 

       
       

 

2015
£m

    

 

2014
£m

 

Trade receivables

       1,461         1,361   

Allowance for doubtful debts

       (51      (50
         1,410         1,311   

Prepayments and accrued income

       191         176   

Total

       1,601         1,487   

 

Trade receivables are predominantly non-interest bearing and their carrying amounts approximate to their fair value.

 

  

Trade receivables are stated net of a provision for allowances for doubtful debts. The movements in the provision during the year were as follows:

 

   

       

 

2015
£m

    

 

2014
£m

 

At start of year

       50         57   

Charge for the year

       11         8   

Trade receivables written off

       (9      (14

Exchange translation differences

       (1      (1

At end of year

       51         50   

 

22 Trade and other payables

 

       
       

 

2015
£m

    

 

2014
£m

 

Trade payables

       244         333   

Accruals

       529         462   

Social security and other taxes

       94         88   

Other payables

       395         300   

Deferred income

       1,639         1,453   

Total

       2,901         2,636   

Trade and other payables are predominately non-interest bearing and their carrying amounts approximate to their fair value.


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Financial statements and other information     Notes to the consolidated financial statements   131

 

    

 

23 Borrowings

 

 

Accounting policy

Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to bring to use are capitalised. All other interest on borrowings is expensed as incurred. The cost of issuing borrowings is generally expensed over the period of borrowing so as to produce a constant periodic rate of charge.

 

   

 

     2015          2014  
    

Falling due
within
1 year

£m

   

Falling due in
more than
1 year

£m

   

      Total

£m

        

Falling due
within
1 year

£m

   

Falling due in
more than
1 year

£m

   

Total

£m

 

Financial liabilities measured at amortised cost:

             

Short-term bank loans, overdrafts and commercial paper

    218               218          548               548   

Term debt

    400        1,527            1,927                 1,823            1,823   

Finance leases

    6        9        15          7        5        12   

Term debt in fair value hedging relationships

           1,355        1,355                 951        951   

Term debt previously in fair value hedging relationships

           387        387            121        370        491   

Total

    624        3,278        3,902            676        3,149        3,825   

The total fair value of financial liabilities measured at amortised cost is £2,366m (2014: £2,597m). The total fair value of term debt in fair value hedging relationships is £1,439m (2014: £1,045m). The total fair value of term debt previously in fair value hedging relationships is £488m (2014: £588m).

The parent companies of the Group, RELX PLC and RELX NV, have given joint and several guarantees of certain long-term and short-term borrowings issued by subsidiaries of RELX Group plc. Included within term debt above are debt securities issued by RELX Capital Inc., a 100% indirectly-owned finance subsidiary of the parent companies, which have been registered with the US Securities and Exchange Commission. The parent companies have fully and unconditionally guaranteed these securities, which are not guaranteed by any other subsidiary of the parent companies.

Analysis by year of repayment

 

      2015            2014  
     

Short-term

bank loans,

overdrafts

and

commercial

paper

£m

    

Term debt

£m

    

    Finance

leases

£m

    

Total

£m

          

Short-term

bank loans,

overdrafts

and

commercial

paper

£m

    

Term debt

£m

    

    Finance

leases

£m

    

Total

£m

 

Within 1 year

     218         400         6         624              548         121         7         676   

Within 1 to 2 years

             594         4         598                    400         4         404   

Within 2 to 3 years

             322         3         325                    615         1         616   

Within 3 to 4 years

             566         1         567                    242                 242   

Within 4 to 5 years

             427         1         428                    553                 553   

After 5 years

             1,360                     1,360                      1,334                 1,334   

After 1 year

             3,269         9         3,278                      3,144         5             3,149   

Total

     218         3,669         15         3,902              548         3,265         12         3,825   

Short-term bank loans, overdrafts and commercial paper were backed up at 31 December 2015 by a $2,000m (£1,357m) committed bank facility maturing in July 2020, which was undrawn.

 

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Table of Contents
132    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

23 Borrowings continued

Analysis by currency

 

        2015              2014  
       

Short-term

bank loans,

overdrafts

and

commercial

paper

£m

      

Term debt

£m

      

Finance

leases

£m

      

Total

£m

            

Short-term

bank loans,

overdrafts

and

commercial

paper

£m

      

Term debt

£m

      

Finance

leases

£m

      

Total

£m

 

US dollars

       136           1,971           15           2,122              254           1,788           12           2,054   

£ sterling

                 1,010                     1,010              69           1,020                     1,089   

Euro

       49           688                     737              224           457                     681   

Other currencies

       33                               33                1                               1   

Total

       218           3,669           15           3,902                548           3,265           12           3,825   

Included in the US dollar amounts for term debt above is £629m (2014: £449m) of debt denominated in euros ( 600m; 2014: 350m) and Swiss francs (CHF 275m; 2014: CHF 275m) that was swapped into US dollars on issuance and against which there are related derivative financial instruments, which, as at 31 December 2015, had a fair value of £17m (2014: £40m).

24 Lease arrangements

 

 

Accounting policy

Assets held under leases which confer rights and obligations similar to those attaching to owned assets are classified as assets held under finance leases and capitalised within property, plant and equipment or software and the corresponding liability to pay rentals is shown net of interest in the statement of financial position as obligations under finance leases. The capitalised value of the assets is depreciated on a straight-line basis over the shorter of the periods of the leases or the useful lives of the assets concerned. The interest element of the lease payments is allocated so as to produce a constant periodic rate of charge.

 

Operating lease rentals are charged to the income statement on a straight-line basis over the period of the leases. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

 

The Group has exposures to sub-lease shortfalls in respect of certain property leases for periods up to 2024. Provisions are recognised for net liabilities expected to arise on these exposures. Estimation of the provisions requires judgement in respect of future head lease costs, sub-lease income and the length of vacancy periods. The charge for property provisions was £13m (2014: nil; 2013: nil).

 

   

Finance leases

At 31 December 2015, future finance lease obligations fall due as follows:

 

        2015
£m
       2014
£m
 

Within one year

       6           7   

In the second to fifth years inclusive

       9           5   
       15           12   

Less: future finance charges

                   

Total

       15           12   

Present value of future finance lease obligations payable:

         

Within one year

       6           7   

In the second to fifth years inclusive

       9           5   

Total

       15           12   

The fair value of the lease obligations approximates to their carrying amount.


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Financial statements and other information     Notes to the consolidated financial statements   133

 

    

 

24 Lease arrangements continued

Operating leases

The Group leases various properties, principally offices and warehouses, which have varying terms and renewal rights that are typical to the territory in which they are located.

At 31 December 2015, outstanding commitments under non-cancellable operating leases fall due as follows:

 

       

2015

£m

      

2014

£m

 

Within one year

       98           96   

In the second to fifth years inclusive

       292           279   

After five years

       143           148   

Total

       533           523   

 

Of the above outstanding commitments, £524m (2014: £509m) relate to land and buildings.

 

  

The Group has a number of properties that are sub-leased. The future lease receivables contracted with sub-tenants fall due as follows:

 

   

        2015
£m
       2014
£m
 

Within one year

       15           15   

In the second to fifth years inclusive

       48           46   

After five years

       11           21   

Total

       74           82   

25 Provisions

 

 

Accounting policy

Provisions are recognised when a present obligation exists as a result of a past event, the obligation is reasonably estimable, and it is probable that settlement will be required. Provisions are measured at the best estimate of the expenditure required to settle the obligation at the statement of financial position date.

 

   

 

        2015
£m
     2014
£m
 

At start of year

       123         133   

Charged

       13           

Utilised

       (20      (16

Exchange translation differences

       5         6   

Total

       121         123   

 

Provisions principally relate to leasehold properties, including sub-lease shortfalls and guarantees given in respect of certain property leases for various periods up to 2024.

 

   

At 31 December 2015, provisions are included within current and non-current liabilities as follows:

 

  

        2015
£m
     2014
£m
 

Current liabilities

       21         19   

Non-current liabilities

       100         104   

Total

       121         123   

 

LOGO

 


Table of Contents
134    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

26 Share capital, share premium and shares held in treasury

 

 

Accounting policy

Shares of RELX PLC and RELX NV that are repurchased by the respective parent companies and not cancelled are classified as shares held in treasury. The consideration paid, including directly attributable costs, is recognised as a deduction from equity. Shares of the parent companies that are purchased by the Employee Benefit Trust are also classified as shares held in treasury, with the cost recognised as a deduction from equity. The consolidated share capital of the Group is the aggregate of the RELX PLC and RELX NV individual share capitals.

 

   

 

RELX PLC

                   
CALLED UP SHARE CAPITAL – ISSUED AND FULLY PAID      No. of shares        2015
£m
       No. of shares        2014
£m
 

At start of year

       1,205,397,320           174           1,267,036,696           182   

Issue of ordinary shares

       2,017,517                     3,360,624           1   

Cancellation of shares

       (31,500,000        (4        (65,000,000        (9

At end of year

       1,175,914,837           170           1,205,397,320           174   

RELX NV

                   
CALLED UP SHARE CAPITAL – ISSUED AND FULLY PAID      No. of shares        2015
€m
       No. of shares        2014
m
 

At start of year

       697,153,245           49           734,149,956           52   

Issue of ordinary shares

       1,926,109                     3,003,289             

Bonus issue of ordinary shares

       349,083,336           24                       

Cancellation of shares

                           (40,000,000        (3

At end of year

       1,048,162,690           73           697,153,245           49   
                   
                  £m                  £m  

At end of year*

                  54                      38   

* The RELX NV sterling information has been translated using the exchange rates as disclosed in note 29 to the consolidated financial statements.

 

NUMBER OF ORDINARY SHARES    Year ended 31 December  
     

Shares in

issue

(millions)

   

Treasury

shares

(millions)

   

2015

Shares in

issue net of

treasury

shares

(millions)

   

2014

Shares in

issue net of

treasury

shares

(millions)

 

RELX PLC

        

At start of period

     1,205.4        (77.7     1,127.7        1,157.4   

Issue of ordinary shares

     2.0               2.0        3.4   

Repurchase of ordinary shares*

            (25.7     (25.7     (35.2

Net release of shares by the Employee Benefit Trust

            2.6        2.6        2.1   

Cancellation of shares

     (31.5     31.5                 

At end of year

     1,175.9        (69.3     1,106.6        1,127.7   

RELX NV

        

At start of period

     697.2        (46.7     650.5        668.2   

Issue of ordinary shares

     1.9               1.9        3.0   

Repurchase of ordinary shares*

            (15.8     (15.8     (20.4

Bonus issue

     349.1        (1.9     347.2          

Net release/(purchase) of shares by the Employee Benefit Trust

            1.5        1.5        (0.3

At end of year

     1,048.2        (62.9     985.3        650.5   

*Adjusted to reflect the bonus issue of RELX NV shares on 30 June 2015, a total of 45.8m RELX PLC and RELX NV shares were repurchased in 2015.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   135

 

    

 

 

26 Share capital, share premium and shares held in treasury continued

During the year, RELX PLC repurchased 25.7m (2014: 35.2m; 2013: 41.9m) RELX PLC ordinary shares and RELX NV repurchased 15.8m (2014: 20.4m; 2013: 24.3m) RELX NV ordinary shares for total consideration of £500m (2014: £600m; 2013: £600m). These shares are held in treasury. During the year 31.5m (2014: 65.0m; 2013: nil) RELX PLC and nil (2014: 40.0m; 2013: nil) RELX NV shares held in treasury were cancelled.

The Employee Benefit Trust purchases RELX PLC and RELX NV shares which, at the trustees’ discretion, can be used in respect of the exercise of share options and to meet commitments under conditional share awards. During the year, the Employee Benefit Trust purchased 0.9m RELX PLC shares and 0.8m RELX NV shares for a total cost of £23m (2014: £39m; 2013: nil). At 31 December 2015, shares held by the Employee Benefit Trust were £90m (2014: £116m) at cost.

On 30 June 2015, bonus shares were issued to existing RELX NV shareholders on the basis of 0.538 bonus shares for each RELX NV ordinary share held. A total of 349.1m RELX NV ordinary shares were issued, of which 1.9m are held by the Employee Benefit Trust. Comparative dividends per share and earnings per share for RELX NV have been adjusted retrospectively to reflect the bonus share issue, see note 11 and note 14 on pages 115 and 118 respectively.

The issue of ordinary shares in the year relates to the exercise of share options. Details of share option and conditional share schemes are set out in note 7 on page 108.

All of the RELX PLC and RELX NV ordinary shares rank equally with respect to voting rights and rights to receive dividends, except for shares held in treasury by the respective parent company, which do not attract voting or dividend rights. There are no restrictions on the rights to transfer shares.

At 31 December 2015, RELX PLC shares held in treasury related to 5,454,942 (2014: 8,032,643) RELX PLC ordinary shares held by the Employee Benefit Trust; and 63,879,780 (2014: 69,698,335) RELX PLC ordinary shares held by the parent company. At 31 December 2015, RELX PLC shares held by the Employee Benefit Trust were £41m (2014: £54m) at cost. During December 2015, 31.5m (2014: 65.0m) RELX PLC ordinary shares held in treasury were cancelled.

At 31 December 2015, RELX NV shares held in treasury related to 5,740,212 (2014: 5,337,782) RELX NV ordinary shares held by the Employee Benefit Trust; and 57,113,394 (2014: 41,298,544) RELX NV ordinary shares held by the parent company. At 31 December 2015, RELX NV shares held by the Employee Benefit Trust were £49m (2014: £62m) at cost. No RELX NV ordinary shares held in treasury were cancelled during 2015 (2014: 40.0m).

On 3 December 2015, RELX PLC and RELX NV announced a non-discretionary programme to repurchase further ordinary shares up to the value of £100m. At 31 December 2015, an accrual of £100m was recognised in respect of this non-discretionary commitment. A further 4.6m RELX PLC ordinary shares and 4.1m RELX NV ordinary shares have been repurchased in January and February 2016 under this programme.

27 Other reserves

 

      Hedge
reserve
2015
£m
      

Other
reserves
2015

£m

       Total
2015
£m
       Total
2014
£m
 

At start of year

     25           82           107           880   

Profit attributable to parent companies’ shareholders

               1,008           1,008           955   

Dividends paid

               (583        (583        (565

Actuarial gains/(losses) on defined benefit pension schemes

               157           157           (266

Fair value movements on cash flow hedges

     (104                  (104        (81

Transfer to net profit from cash flow hedge reserve

     29                     29           19   

Tax recognised in other comprehensive income

     18           (34        (16        76   

Increase in share based remuneration reserve (net of tax)

               47           47           48   

Cancellation of shares

               (265        (265        (919

Settlement of share awards

               (49        (49        (27

Acquisition of non-controlling interests

                                   (13

Exchange translation differences

     2           8           10             

At end of year

     (30        371           341           107   

Other reserves principally comprise retained earnings and the share based remuneration reserve.

 

LOGO

 


Table of Contents
136    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

28 Related party transactions

Transactions between RELX PLC, RELX NV, RELX Group plc and subsidiaries of the Group have been eliminated within the consolidated financial statements. Transactions with joint ventures were made on normal market terms of trading and comprise sales of goods and services of nil (2014: nil; 2013: £1m) and the rendering and receiving of services totalling £14.0m (2014: nil; 2013: nil). As at 31 December 2015, amounts owed by joint ventures were £1m (2014: £1m; 2013: £7m) and amounts due to joint ventures were £1m (2014: £6m; 2013: £6m). See note 6 for details of the Group’s participation in defined benefit pension schemes.

Key management personnel are also related parties as defined by IAS24 – Related Party Disclosures and comprise the Executive and Non-Executive Directors of RELX PLC and RELX NV. Key management personnel remuneration is set out below. For reporting purposes, salary, benefits and annual incentive payments are considered short-term employee benefits.

 

KEY MANAGEMENT PERSONNEL REMUNERATION     

2015

£m

    

2014

£m

    

2013

£m

 

Salaries, other short-term employee benefits and non-executive fees

  

     5         5         4   

Post-employment benefits

  

     1         1         1   

Share based remuneration*

  

     5         5         4   

Total

  

     11         11         9   
                    
EXECUTIVE DIRECTORS            Salary
£’000
     Benefits
£’000
     Annual
incentive
£’000
     Cost of share
based
remuneration*
£’000
     Cost of
pension
provision*
£’000
     Total
£’000
 

Total executive directors

     2015         1,797         92         1,889         5,181         966         9,925   
     2014         1,763         236         1,855         5,284         711         9,849   
       2013         1,677         260         1,743         3,898         642         8,220   

* The share based remuneration charge comprises the multi-year incentive scheme charges in accordance with IFRS2 – Share Based Payment. These IFRS2 charges do not reflect the actual value received on vesting. The cost of pension provision comprises the transfer value of the increase in accrued pension during the year (net of inflation, directors’ contributions and participation fee) for defined benefit schemes and payments made to defined contribution schemes or in lieu of pension.

 

NON-EXECUTIVE DIRECTORS    2015
£’000
     2014
£’000
     2013
£’000
 

Fees and benefits

     1,145         1,143         1,088   

The remuneration of non-executive directors comprises fees for services, and benefits primarily relating to tax filing support in respect of filings resulting from their directorships. No termination benefits were paid to directors during 2015 (2014: £238,023; 2013: nil). No loans, advances or guarantees have been provided on behalf of any Director. The aggregate gains made by executive directors on the exercise of options during 2015 were £1,474,715 (2014: £1,101,114; 2013: £2,526,305).

29 Exchange rates

The following exchange rates have been applied in preparing the consolidated financial statements:

 

        Income statement              Statement of
financial position
 
        2015        2014        2013              2015        2014  

Euro to sterling

       1.38           1.24           1.18              1.36           1.29   

US dollars to sterling

       1.53           1.65           1.56                1.47           1.56   

30 Approval of financial statements

The consolidated financial statements were approved and authorised for issue by the Boards of Directors of RELX PLC and RELX NV on 24 February 2016.


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   137

 

    

 

31 Related undertakings

 

A full list of related undertakings (comprising subsidiaries, joint ventures, associates and other significiant holdings) is set out below.

All are 100% owned directly or indirectly by the Group except where percentage ownership denoted in (x). Interests are all in the form of ordinary shares unless otherwise noted.

All entities primarily operate in their country of incorporation.

Australia

Adaptris Pty Ltd

Axxia Systems Pty Ltd

Burwood Publications Pty Ltd

Elsevier (Australia) Pty Ltd

Elsevier (New Zealand) Pty Ltd

Fair Events Pty Ltd (49%)

FircoSoft Australia Pty Ltd

First 4 Farming Australia Pty Ltd

Info-One International Pty Ltd [21]

LexisNexis Risk Solutions Assets Australia Pty Ltd [3] [21]

LexisNexis Risk Solutions Australia Pty Ltd

LexisNexis Risk Solutions Unit Trust [41]

Mosby Publishers Australia Pty Ltd

Reed Oz Comic Con Pty Ltd (65%)

Reed Books Pty Ltd

Reed Elsevier Australia Acquisition Company Pty Ltd

Reed Elsevier Construction Information Services Pty Ltd

Reed Elsevier Holding Company Pty Ltd

Reed Elsevier Superannuation (Australia) Pty Ltd

Reed Exhibitions Australia Pty Ltd

Reed International Books Australia Pty Ltd

RELX Australia Pty Ltd

Visualfiles Pty Ltd

Austria

Expoxx Messebau GmbH [26]

LexisNexis Verlag ARD Orac GmbH & Co KG ORAC GmbH [26]

Reed Elsevier Austria GmbH [26]

Reed CEE GmbH [26]

Reed Messe Salzburg GmbH [26]

Reed Messe Wien GmbH [26]

System Standbau GmbH [26]

Belgium

First 4 Farming Europe NV

LexisNexis BVBA

MLex SPRL (91%)

Brazil

Elsevier Participacoes Ltda [36]

Elsevier Editora Ltda [36]

FircoSoft Brasil Ltda [36]

LexisNexis Informações e Sistemas Empresariais Ltda

LexisNexis Serviços de Analise de Risco Ltda

MLex Brasil Mídia Mercadológica Ltda(91%)

Reed Exhibitions Alcantara Machado Ltda

Canada

LexisNexis Canada Inc [5]

Reed Exhibitions Inc

RE (HCL) Ltd

RELX Canada Ltd [4] [5] [7] [8] [9] [15] [24] [40]

Chile

Encyclopedie Medico Chirurgicale Chile Ltda

China

Beijing Bakery China Exhibitions Co., Ltd (25%)

Beijing Medtime Elsevier Education Technology Co Ltd (49%)

CBI (Shanghai) Co Ltd

C-One EnergyLtd [26]

Genilex Information Technology Co Ltd (40%)  [26]

ICIS Consulting (Beijing) Co Ltd [26]

KeAi Communications Company Ltd (49%)  [26]

LexisNexis Risk Solutions (Shanghai)

Information Technologies Co Ltd [26]

MLex Consulting (Beijing) Co Ltd (91%)

Reed Elsevier Information Technology (Beijing) Co Ltd [26]

Reed Exhibitions (China) Ltd

Reed Exhibitions (Shanghai) Co Ltd

Reed Guanghe Co Ltd (80%)

Reed Hongda Exhibitions (Henan) Co Ltd (51%)

Reed Huabai Exhibitions (Beijing) Co Ltd (51%)

Reed Huabo Exhibitions (Shenzhen) Co Ltd (65%)

Reed Huaqun Exhibition Co Ltd (52%)

Reed Kuozhan Exhibitions (Shanghai) Co Ltd (60%)

Reed Sinopharm Exhibitions Co Ltd (50%)

RELX (China) Investment Co., Ltd

Shanghai CBI Business Development Co Ltd (20%) [26]

Shanghai Datong Medical Information Technology Co Ltd [26]

Colombia

LexisNexis Risk Solutions SAS

Denmark

Reed Elsevier Denmark ApS

Atira A/S

Dubai, UAE

Reed Exhibitions Free Zone LLC

Egypt

Elsevier Egypt for Consultancy LLC

France

Editions Francaises de Radiologie SARL (50%)

Elsevier Holding France SAS

Elsevier Masson SAS

Evoluprint SAS

FircoSoft SAS [29]

FircoSoft Group SAS

GIE Juris Data

GIE EDI Data

GIE PRK

Goodweb SAS

InferMed France SARL

LexisNexis SA

LexisNexis Business Information Solutions Holding SA

LexisNexis Business Information Solutions SA

LexisNexis International Development & Services SA

Reed Exhibitions ISG SARL

Reed Expositions France SAS

Reed Midem SAS

Reed Organisation SAS

RELX France SA

SAFI SA (50%)

Societe D’Edition de L’Assoc. D’Enseignment

Medical de Hopitaux de Paris (87%)

Germany

Bar Convent GmbH [26]

Coating Xchange GmbH (33%)

Collexis GmbH [26]

Elsevier GmbH [26]

Elsevier Information Systems GmbH [26]

F4F Deutschland UG

Health Risk Institute GmbH (50%)  [26]

LexisNexis GmbH [26]

MedCongress GmbH [26]

REC Publications GmbH [26]

Reed Elsevier Deutschland GmbH [26]

Reed Exhibitions (Germany) GmbH [26]

Reed Exhibitions Holdings GmbH [26]

Reed Exhibitions Deutschland GmbH [26]

Reed Travel Group (Germany) GmbH

Tschach Solutions GmbH

Hong Kong

Ascend China Holding Ltd

CBI China Co Ltd

CBI Group Co Ltd (20%)

Elsevier (Hong Kong) Ltd

JC Exhibition and Promotion Ltd (65%)

JYLN Sager Ltd (40%)

MLex Asia Ltd (91%)

Reed Elsevier (Greater China) Ltd

Reed Exhibitions Ltd

India

B.I.Churchill Livingstone Private Ltd [37]

Comic Con India Pvt Ltd (36%)

FircoSoft India Private Ltd [37]

Harcourt (India) Pvt Ltd [37]

Reed Elsevier India (Pvt) Ltd

Reed Elsevier Publishing (India) Pvt Ltd

Reed Manch Exhibitions Pvt Ltd (60%)

Reed SI Exhibitions l Pvt Ltd (51%)

Reed Triune Exhibitions Pvt Ltd (51%)

Indonesia

PT Reed Panorama Exhibitions (50%)

Irish Republic

Armanatta Holding Ltd

Butterworth (Ireland) Ltd [4]

Elsevier Ireland Ltd

Elsevier Services Ireland Ltd

I.W.P.M. (Holdings) Ltd [12] [20]

Mapflow Ltd

Mapflow International Ltd

Israel

LexisNexis Israel Ltd

Italy

Elsevier srl

ICIS Italia srl

Reed Exhibitions ISG Italia Srl

Reed Exhibitions Italia Srl

Japan

Ascend Japan KK

Elsevier Japan KK

Elsevier Publishing KK

 

 

LOGO

 


Table of Contents
138    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

31 Related undertakings continued

 

LexisNexis Japan KK

Reed Exhibitions Japan KK

Reed ISG Japan KK

Korea (South)

Elsevier Korea LLC

LexisNexis Legal & Professional Services Korea Ltd

Reed Exhibitions Korea Ltd

Reed K. Fairs Ltd (70%)

Luxembourg

FircoSoft Luxembourg Sarl

Malaysia

Heinemann (Malaysia) Sdn Bhd

LexisNexis Malaysia Sdn Bhd

Reed Exhibitions Sdn Bhd

TJ Ventures Sdn Bhd

Mexico

Masson-Doyma Mexico SA [5]

Reed Exhibitions Mexico SA de CV

Morocco

Reed Exhibitions Morocco SARL

The Netherlands

AGRM Solutions CV [2]

Boom BV

Casus.com BV

Elsevier BV

Elsevier Employment Services BV

Elsevier Reed Finance BV

Elsevier Zibb BV

Koninklijke PBNA BV

LexisNexis Business Information Solutions BV

LexisNexis Univentio BV

Reed Business BV

Reed Business Financiele Educatie Groep BV

Reed Elsevier Dochtermaatschappij Amsterdam BV

Reed Elsevier Holdings BV

Reed Elsevier Overseas BV [9] [11]

Reed Holding BV

RELX Finance BV

RELX Nederland BV [9] [11]

RELX US Holdings (Amsterdam) BV

New Zealand

LexisNexis NZ Ltd

Philippines

Reed Elsevier Shared Services (Philippines) Inc

Poland

Elsevier Sp. z.o.o

Russia

Ecwatech Company (49%)

LexisNexis OOO [26]

Reed Elsevier OOO [26]

Reed Events LLC [26]

Saudi Arabia

Reed Sunaidi Exhibitions LLC (50%)

Singapore

Elsevier (Singapore) Pte Ltd

FircoSoft Singapore Pvt Ltd

F4F Agriculture (Asia Pacific) Pte Ltd

ICIS Investment Singapore Pte Ltd

ICIS Services Pte Ltd

LexisNexis Philippines Pte Ltd (75%)  [13]

Reed Business Information Pte Ltd

Reed Elsevier (Singapore) 2008 Pte Ltd

RE (HAPL) Pte Ltd

SAFI Asia Pte Ltd (50%)

South Africa

FircoSoft South Africa Pty Ltd

Globalrange SA Pty Ltd

Korbitec Pty Ltd (90%)

LexisNexis (Pty) Ltd (90%)

LexisNexis Risk Management (Pty) Ltd (90%)

LegalPerfecT Software Solutions (Pty) Ltd (90%)

Pexsa (Pty) Ltd (90%)

RELX (Pty) Ltd

Thebe Reed Events Pty Ltd (60%)

Thebe Reed Exhibitions Pty Ltd (60%)  [4]

Thebe Reed Exhibitions Group Pty Ltd (60%)

Thebe Reed Events Management Pty Ltd (60%)

Thebe Reed Venue Management Pty Ltd (60%)  [4]

Winsearch (Pty) Ltd (90%)

Spain

Elsevier Espana SL

Reed Elsevier Spain SLU

Reed Exhibitions Iberia SA

Switzerland

Elsevier Finance SA

Elsevier Risks SA

FircoSoft Schweiz GmbH

RELX Intellectual Properties SA

RELX Swiss Holdings SA

Taiwan

Elsevier Taiwan LLC [26]

Thailand

Reed Tradex Company Ltd (49%)  [13]

Turkey

Elsevier STM Bilgi Hizmetleri Limited Sirketi

Reed Tüyap Fuarcilik A.S. (50%)  [4] [5]

United Kingdom

ABC Travel Guides Ltd

Accuity Solutions Ltd

Accuity Solutions UK Ltd

Adaptris Group Ltd

Adaptris Ltd

AG Gateway Europe [25]

Agricultural Press Farms Ltd [13]

Ascend Worldwide Group Holdings Ltd [4] [7] [8]

Ascend Holdings Ltd

Ascend Worldwide Ltd

Associated Trade Exhibitions Consultants Ltd

Avenue Exhibitions Ltd [29]

Avenue Publications Ltd [4] [6]

Axxia Systems Ltd [4]

B.E.D. Exhibitions Ltd

Berrows Pension Trustees Ltd

Bluegrill Ltd

Bookset Systems Ltd

Bookwise Extra Ltd [4] [5]

BR Exhibitions Ltd [4] [5]

Bradfield Brett Holdings Ltd [31]

Bradfield, Brett & Company Ltd

Butterworths Ltd

Butterworth & Co. (Overseas) Ltd

Butterworth & Co. (Publishers) Ltd [4] [5] [32]

Butterworth (Eurolex) Ltd

Butterworth (Services) Ltd

Butterworth (Telepublishing) Ltd

Butterworth Law Publishers Ltd

Butterworth Tax Publishers Ltd

Butterworth-Heinemann Ltd

Butterworths (India) Ltd

Caegwian Ltd

Cahners Exposition Group (Maritime) Ltd

Cargofax International Ltd [4] [5]

Carlton Magazines Ltd

Carlton Publishing Consultants Ltd

Carlton Publishing Services Ltd

Chapter Three Publications Ltd

Cliveden Holdings Ltd

Coke Press Ltd (The) [14] [27]

Compliance Ltd [4] [6]

Computaprint Ltd [4] [5]

Cordery Compliance Ltd (72%)

Cordery Ltd (72%)

Cornwall Press Ltd

Crediva Ltd

DBT Ltd

Dew Events Ltd

Disc Echo Ltd [4] [5]

Drayton Legal Recoveries Ltd

Drury Press Ltd

E&P Events LLP (50%)  [39]

Eclipse Group Ltd [12]

EIBTM Holdings Ltd

Electronic Media Ltd [4] [5] [7]

Elsevier Ltd

Elsevier UK Holdings Ltd

Emperor’s Warriors Exhibitions Ltd (The)

Endrick Leisure Ltd

Energy Show Exhibition Ltd (The)

Estates Gazette Ltd (The)

Evan Steadman Communications Group Ltd

Everyform Ltd [4] [5] [7] [8]

Farmade Management Systems Ltd

Felix Learning Systems Ltd

Fern Hollow Productions Ltd

FircoSoft Ltd

First 4 Farming Ltd

Fisher Bookbinding Company (1912) Ltd

Formpart (No. 5) Ltd [12]

Formpart (No. 11) Ltd

Formpart (No. 14) Ltd

Formpart (No. 15) Ltd

Formpart (No.17) Ltd

Formpart (No. 20) Ltd

Formpart (No.23) Ltd

Formpart (ACP) Ltd

Formpart (APL) Ltd

Formpart (ASV) Ltd

Formpart (BMNL) Ltd

Formpart (BTL) Ltd

Formpart (CAL) Ltd

Formpart (CBL) Ltd

Formpart (CCL) Ltd

Formpart (CDL) Ltd

 


Table of Contents
Financial statements and other information     Notes to the consolidated financial statements   139

 

    

 

31 Related undertakings continued

 

Formpart (CLR) Ltd

Formpart (CWC) Ltd [4] [5]

Formpart (DCS) Ltd [4] [5]

Formpart (EPL) Ltd

Formpart (EPS) Ltd

Formpart (G&SL) Ltd

Formpart (HPIL) Ltd

Formpart (HPL) Ltd

Formpart (HR&WL) Ltd

Formpart (IMG) Ltd

Formpart (IMS) Ltd

Formpart (KPL) Ltd

Formpart (LPR) Ltd

Formpart (MDL) Ltd

Formpart (NOP) Ltd

Formpart (NPC) Ltd

Formpart (PDL) Ltd

Formpart (PDX) Ltd

Formpart (PLK) Ltd [4] [5]

Formpart (QVL) Ltd [4] [5]

Formpart (RIS) Ltd

Formpart (RPL) Ltd

Formpart (RSA) Ltd [4] [5]

Formpart (SFL) Ltd

Formpart (T&ADPL) Ltd

Formpart (TJL) Ltd

Formpart (TPC) Ltd

Formpart (VMP) Ltd

Formpart (WBSCL) Ltd

Formpart (WMPL) Ltd

Friday Press Ltd

Gate House Conferences and Courses Ltd

George Philip Holdings Ltd [4] [18] [22]

George Philip Ltd

Guild Corporate Communications Ltd

Hallplaza Ltd

Hennerwood Publications Ltd

Hickling & Co. (Newsagents) Ltd

Hooper Systems and Technology (Holdings) Ltd [13]

Hooper Systems and Technology Ltd

Hotel Space Ltd

ILTM Media Ltd

Industrial & Trade Fairs Ltd

Industrial Relations Services (Training) Ltd

InferMed Ltd

Information Handling Ltd (85%)

Intinco Ltd

J. W. & R. Willey, Ltd

John Wright & Sons (Printing) Ltd

Kervit Ceramics Ltd

Kings Reach Investments Ltd

The Lancet Ltd

Legend Exhibitions Ltd [4] [5]

Lexis-Nexis Europe Ltd

LexisNexis Risk Solutions UK Ltd

Management Tomorrow Ltd

Marktile Ltd

Materials Data Ltd

Matthews Drew and Shelbourne Ltd [12] [23]

Medical Education (International) Ltd

The Medicine Publishing Company Ltd

The Medicine Publishing Group Ltd

Mendeley Ltd

Messenger Newspapers Group Ltd

Microtax Ltd [4] [5]

Microwave Exhibitions & Publishers Ltd

Midem Ltd

MLex Ltd (91%)  [4]

Morecourt Ltd

Moreover Technologies Ltd

Mosby International Ltd

Munro Barr Publications Ltd

Neptune Collections Ltd [12]

New International Photo-Cine Fair Ltd

New Science Publications Ltd

Newsflo Ltd

Octopus Books Pension Trustee Ltd [25]

Offshore Europe (Management) Ltd

Offshore Europe Partnership (50%)* [39]

OPG 1 Ltd

OPG Pension Trustees Ltd

Orbit House Services Ltd

Peopletracer Ltd

Prean Holdings Ltd [12]

Professional Books Ltd [13]

Purcastle Ltd [33]

RBI (Chichester) Ltd

RBI Electrical-Electronic Year Books Ltd [34]

RBI Investments Ltd

RBI Publishing Services Ltd

RBI Printers Ltd [28]

Records For Pleasure Ltd

RE Directors (No. 1) Ltd

RE Directors (No. 2) Ltd

Reed Aerospace Exhibitions Ltd

Reed All-Energy Ltd

Reed Business Information Ltd

Reed Business Magazines Ltd

Reed Consumer Books Ltd

Reed Decorative & Building Products Ltd

Reed Educational & Professional Publishing Ltd

Reed Educational Publishing Ltd

Reed Elsevier Pension Investment Management Ltd

Reed Elsevier Technology Services Ltd

Reed Elsevier (UIG) Ltd

Reed Elsevier Ventures Ltd

Reed Events Ltd

Reed Executive Pension Trustee Ltd

Reed Exhibitions Ltd [12]

Reed Exhibitions Personal Care Ltd [4] [5]

Reed Healthcare Communications Ltd [4]

Reed International (Properties) Ltd [12] [35]

Reed (International Services) Ltd

Reed Midem Ltd

Reed Nominees Ltd

Reed Overseas Corporation Ltd

Reed Pension Trusts Ltd (59%)

Reed Pension Trusts (No.2) Ltd (49%)

Reed Pensions Nominee Ltd (67%)

Reed Publishing Corporation Ltd

Reed Publishing Holdings Ltd

Reed Shows Ltd

Reed Travel Group (France) Ltd

Reed Travel Group (Italy) Ltd

RELX Group plc [1] [9] [10]

RELX (Holdings) Ltd

RELX (Investments) plc

RELX Overseas Holdings Ltd [3] [13]

RELX (UK) Ltd

RELX (UK) Holdings Ltd

Research & Development Ltd

RE (APM) Ltd

RE (AZWHG) Ltd [30]

RE (BFP) Ltd

RE (CBC) Ltd

RE (DH1929) Ltd [4] [5]

RE (GPB) Ltd [4]

RE (IDM) Ltd [4] [17]

RE Secretaries Ltd

RE (SEG) Ltd [4] [5] [13]

RE (SE) Ltd

RE (SOE) Ltd

RIB Directors 1 Ltd

RIB Directors 2 Ltd

RIB Secretaries Ltd

Ridgemount Books Ltd

Rinmed

Rowan Marketing Ltd (50%)

RX Business Continuity Ltd [4]

Scaletime Ltd

Scripta Technica Ltd [4] [5] [18]

Seisint Ltd

Sharpwise Ltd

S. I. Enterprises Ltd

Sinclair Stevenson Holdings Ltd [19]

Skillslot Ltd

Southwark Offset Ltd

St James Press Distribution Ltd

St James Press Ltd

St James Press Studios Ltd

Standard Printing Co., Ltd [16]

Stanford Maritime Ltd

Storage Expo Limited [4] [5]

Suttley & Silverlock Ltd

Texales (Jeffrey) Ltd

Texales (Plant) Ltd

Textile Press Ltd

TGP 48 Ltd

Today On Prestel Ltd

Tolley Publishing Company Ltd [4]

Tracesmart Group Ltd

Tracesmart Ltd

Trade and Technical Exhibitions (Scotland) Ltd

TrafalgarCo 1 Ltd

TrafalgarCo 2 Ltd

Viewstead Ltd

Viscom Group Ltd (The)

Viscom Production Ltd

Visualfiles Ltd

Visualfiles (Scotland) Ltd

W. S. R. Ltd [4] [5] [7]

Warrington Guardian Series Ltd

Websters Software Ltd

Weightcheckers International Ltd

What To Buy Ltd

Woodhead Publishing Ltd

World Group Newspapers (North West) Ltd

Wunelli Ltd

United States

Accuity Inc.

Accuity Asset Verification Services Inc

Accuity Europe Inc.

Accuity Holdings Inc.

AI Insight, Inc.

Bair Analytics Inc.

Byggfakta / Cordell Holdings, Inc.

Charles Jones LLC [38]

C.L.U.E. Inc

De Pluimen LLC [38]

Derman, Inc.

Dunlap-Hanna Publishers (50%)

EDIWatch, Inc.

 

 

LOGO

 


Table of Contents
140    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

31 Related undertakings continued

 

The Elsevier Foundation

Elsevier Inc.

Elsevier Medical Information LLC [38]

Elsevier STM Inc.

Enclarity, Inc.

ExitCare LLC [38]

FircoSoft Inc.

Gaming Business Asia LLC (50%)  [38]

GCLRA LLC [38]

Globalrange Corporation

Gold Standard, Inc.

GWN, LLC [38]

Health Market Science, Inc.

HRW and WBS Canada Corporation, Inc.

IDG-RBI China Publishers LLC [38]

Informed Decisions, LLC [38]

Innovata, LLC [38]

J.Allan Sheehan Scholarship Fund Inc

Knovel Corporation

KNOW X LLC [38]

Lexis, Inc.

LexisNexis Claims Solutions Inc.

LexisNexis Insurance Exchange LLC [38]

LexisNexis of Puerto Rico, Inc.

LexisNexis Risk Assets Inc.

LexisNexis Risk Data Management Inc.

LexisNexis Risk Data Retrieval Services LLC [38]

LexisNexis Risk Holdings Inc.

LexisNexis Risk Solutions Inc.

LexisNexis Risk Solutions Bureau LLC [38]

LexisNexis Risk Solutions FL Inc.

LexisNexis Risk Solutions GA Inc.

LexisNexis Special Services Inc.

LexisNexis VitalChek Network Inc.

Lex Machina Inc

Market Science, Inc. [13]

Martindale LLC (70%)  [38]

Matthew Bender & Company, Inc.

MEDai, Inc.

The Michie Company

MLex US, Inc. (91%)

Moreover Acquisition Corporation

Moreover Technologies Inc

Mosby Holdings Corp.

MWW Clinical Sales Force, Inc. (50%)

Nexis, Inc

PoliceReports.US, LLC [38]

Portfolio Media, Inc

Printers Periscope GP [39]

QuickLaw America Inc.

RE (CMDGC) Inc.

Reed Business eLogic LLC [38]

Reed Business Information Inc.

Reed Elsevier Information Holdings Inc.

Reed Elsevier Intellectual Property Management Services Inc.

Reed Elsevier Properties Inc.

Reed Elsevier Realty Corporation

Reed Elsevier Technology Services Inc.

The Reed Elsevier Ventures 2005 Partnership LP** [39]

The Reed Elsevier Ventures 2006 Partnership LP** [39]

The Reed Elsevier Ventures 2008 Partnership LP** [39]

The Reed Elsevier Ventures 2009 Partnership LP** [39]

The Reed Elsevier Ventures 2010 Partnership LP** [39]

The Reed Elsevier Ventures 2011 Partnership LP** [39]

The Reed Elsevier Ventures 2012 Partnership LP** [39]

The Reed Elsevier Ventures 2013 Partnership LP** [39]

Reed Exhibitions Latin America LLC [38]

Reed Technology and Information Services Inc.

Reed Westminster Cares Inc.

Reed Westminster Inc.

REF Americas LLC [38]

RE (HPII) Inc.

RELX Capital Inc.

RELX Inc.

RELX US Holdings Inc.

Reman, Inc.

The Remick Publishers (50%)

Risk Metrics Corporation

Ronald G.Segel Memorial Scholarship Fund Inc.

Schnell Publishing LLC [38]

SAFI Americas LLC (50%)  [38]

Signature Information Solutions LLC (70%)  [38]

World Compliance, Inc.

Venezuela

Enclyclopedie Medico Chirurgicale Venezuela CA

 

Notes

[1] 52.9% directly owned by RELX PLC, 47.1%

directly owned by RELX NV

[2] 100% of Class A Preferred Interest and

Class B Preferred Interest and 100% of

common shares owned

[3] 100% of ordinary and preference shares

owned

[4] A shares

[5] B shares

[6] B non voting shares

[7] C shares

[8] D shares

[9] E shares

[10] R shares

[11] RE shares

[12] Deferred shares

[13] Preference shares

[14] 5% preference shares

[15] F shares

[16] 10% preference shares

[17] Cumulative redeemable preference

shares

[18] Cumulative preference shares

[19] Non cumulative redeemable preference

shares

[20] 6% cumulative shares

[21] Redeemable preference shares

[22] Redeemable cumulative preference

shares

[23] 10% redeemable cumulative preference

shares owned

[24] G shares

[25] Limited by guarantee

[26] Registered capital

[27] Founder shares

[28] Ordinary stock units

[29] Non voting shares

[30] 16  2 3 % cumulative redeemable

preference shares

[31] 7  1 2 % preferred income shares

[32] 4.5% cumulative preference shares

[33] 3% non cumulative preference shares

[34] 5% non cumulative preference shares

[35] 6% cumulative preference shares

[36] Quota shares

[37] Equity shares

[38] Membership interest

[39] Partnership interest

[40] H shares

[41] Trust Units

*Principal place of business: Gateway

House, 28 The Quadrant, Richmond,

Surrey, TW9 1DN, United Kingdom

**Principal place of business: 1-3

Strand, London, WC2N 5JR, United Kingdom

 

 


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Financial statements and other information     Independent auditors’ report   141

 

    

 

Independent auditors’ report

to the members of RELX PLC and shareholders of RELX NV

 

Opinion on our audit of the consolidated financial statements of RELX Group

We have audited the consolidated financial statements of the Group which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of cash flows, the consolidated statement of financial position, the consolidated statement of changes in equity and the related notes 1 to 31, including the accounting policies. The financial reporting framework that has been applied in the preparation is applicable law and IFRSs as adopted by the European Union.

In our opinion the consolidated financial statements:

 

¡ give a true and fair view of the state of affairs of RELX PLC, RELX NV, RELX Group plc and its subsidiaries, associates and joint ventures (together “the Group “) as at 31 December 2015 and of their profit and their cash flows for the year then ended; and

 

¡ have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

We are independent of the Group within the meaning of the FRC’s Ethical Standards for Auditors and relevant Dutch ethical requirements as included in “Verordening op de gedrags- en beroepsregels accountants” (VGBA) and the “Verordening inzake de onafhankelijkheid van accountants bij assurance opdrachten”(ViO) and have fulfilled our other responsibilities under those ethical requirements.

 

 

Key audit matters

Key audit matters are those that, in our professional judgement, were of most significance in our audit of the consolidated financial statements. They included the risks of material misstatement which had the greatest effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. Our assessment of key audit matters is unchanged from prior year. We have communicated these key audit matters to the Audit Committees; the Audit Committees’ consideration of these risks is set out on page 91. The key audit matters are not a comprehensive reflection of all matters discussed.

Our audit procedures relating to these matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these individual matters.

The accounting policies and critical judgements made in respect of these matters are included on page 99 to 100.

 

 

KEY AUDIT MATTER                                                                                                      HOW WE RESPONDED

 

The assessment of the carrying value of goodwill and acquired intangible assets

The Group had £5,231m of goodwill and £2,278m of acquired intangible assets as at 31 December 2015. The goodwill balance arose during business acquisitions as the excess of purchase consideration over the fair value of net assets acquired. The balance results from multiple acquisitions in each segment, with the allocation set out in note 15. The quantum of these balances together with the judgements required to be made when performing impairment reviews have resulted in us considering this a significant risk. These judgements include the discount rate selected, the long-term growth assumption and the level at which impairment reviews are performed.

 

We have tested the operating effectiveness of management’s internal controls in their review of the carrying value of goodwill and acquired intangible assets, including controls over the valuation model and assumptions applied.

We challenged management on the level at which the impairment testing is performed, checking consistency with how goodwill is allocated to business units on acquisition and how goodwill is monitored following acquisition.

We challenged management’s assumptions used in the impairment model; those key assumptions are outlined in Note 15 to the consolidated financial statements. Specifically we challenged the cash flow projections, discount rate (with the assistance of valuation specialists), perpetuity growth rates and sensitivities used, by looking at market data and assessing the historical accuracy of management’s forecasting.

 

 

The carrying value of internally developed intangible assets in accordance with IAS 38 “Intangible Assets”;

The closing net book value of all capitalised development projects was £878m. The costs of building product applications, platforms and infrastructure are capitalised as intangible assets, where the investment they represent has demonstrable value and the technical and commercial feasibility is assured. Management has to exercise judgement in determining which costs meet the IAS 38 criteria for capitalisation and when performing an impairment review if indicators of impairment are identified. The materiality of judgements involved has caused us to identify these key audit risks. Disclosure in respect of capitalised development costs are included in note 16.

We tested the operating effectiveness of relevant internal controls related to the capitalisation of internally developed intangible assets and, when indicators of impairment were identified, their valuation, including the assessment of useful economic lives.

We have tested the amounts capitalised in the period to assess whether this was performed in accordance with the requirements of IFRS. We also challenged management’s assessment as to whether development projects in-progress were still expected to deliver sufficient positive economic benefits upon their completion. For completed development projects, we considered whether the useful economic lives selected remained appropriate and for those assets where indicators of impairment were identified, whether valuations were supported by testing management’s impairment reviews.

 

 

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142    RELX Group     Annual reports and financial statements 2015

 

    

 

 

KEY AUDIT MATTER    HOW WE RESPONDED

 

Revenue recognition, including the timing of revenue recognition and the accounting for multiple element arrangements

The Group’s businesses continue to evolve and new business models can give rise to new revenue arrangements. This can result in circumstances which require careful consideration to determine how revenue should be recognised. Each of our component teams pinpoint at least one key audit risk based on their assessment of the nature and quantum of revenue streams, the systems involved in recording revenues and those revenues requiring the exercise of significant management judgement. These key risks include the cut-off of subscription and transactional revenues and the allocation of fair value for multiple element arrangements. Further details of revenue by segment are included in note 2.

  

 

We have tested revenue in each of the full scope audit locations by testing the operating effectiveness of associated internal controls and performing substantive audit procedures.

 

We performed analytical reviews and reviewed management accounts to identify any material new revenue streams. Our testing procedures included reviewing customer contracts, checking delivery records and price lists, profiling and other computer assisted techniques and checking that the recognition criteria of IFRS were met.

 

The valuation of amounts recorded for uncertain tax positions

The Group operates in a significant number of jurisdictions around the world, all with differing tax regimes with complex cross-border arrangements, and is therefore open to challenge from multiple tax authorities. The quantum of the amounts recorded in respect of uncertain tax positions and the judgemental nature in determining the best estimates economic outflow have caused us to identify valuation as a key audit matter. Disclosures in respect of taxation are included in
note 10.

  

 

Our audit team was supported by tax specialists in testing the relevant uncertain tax positions, including the assumptions and estimates used, reviewing correspondence with the authorities and testing the operating effectiveness of management’s relevant internal controls.

 

We considered the appropriateness of management’s assumptions and estimates in relation to uncertain tax positions, challenging those assumptions and considering advice received by management from external parties to support their analysis and accounting for the uncertain tax position in accordance with IFRS.

 

The valuation of defined benefit pension liabilities

The Group has operated defined benefit pension schemes for existing and former employees in three main jurisdictions. The liabilities for these schemes involve certain actuarial assumptions, in particular discount rate and inflation. The sensitivity of the balance to changes in key assumptions have caused us to identify this as a key audit matter. The gross pension liabilities total £4,044m as set out in Note 6.

  

 

We engaged our actuarial specialists to assist in the auditing of management’s assumptions used to value the pension liabilities. For each of the three main jurisdictions we considered the appropriateness of the assumptions, by reviewing correspondence received from third parties and comparison to market and entity specific data, both individually and when combined with the other assumptions. We focused on the discount rate and inflation assumptions as in our view they have the most impact on the scheme valuation and require significant level of management judgement. We also tested management’s controls over the valuation of pension liabilities and in particular the determining of these key assumptions.

Our application of materiality    An overview of the scope of our group audit

A misstatement arising from fraud or error will be considered material if, individually or in the aggregate, it could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

 

We have considered a number of benchmarks in order to guide our determination of our materiality. Based on our professional judgement, we determined materiality for the Group to be £85m (2014: £85m), which is around 6.5% of pre-tax profit (2014: around 7%) and below 5% of equity (2014; below 5%). We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

 

Our audit work at the operating locations was executed at levels of materiality lower than the materiality for the Group and did not exceed £35m (2014: £30m) or $55m (2014: $50m).

 

We agreed with the Audit Committees that we would report to them all audit misstatements in excess of £1.7m, as well as smaller misstatements that, in our view, must be reported on qualitative grounds.

  

Our audit of the consolidated financial statements was scoped by obtaining an understanding of the Group and its environment, including the entity-wide controls, and assessing the risks of material misstatement at the Group level. The audit was jointly planned by the UK and Dutch engagement teams, during a two day planning and risk analysis meeting involving all key component partners. Based on that risk assessment, we designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. In making those risk assessments, we considered internal control relevant to the Group’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. As part of an audit in accordance with the applicable standards, we exercised professional judgement and maintain professional scepticism throughout the planning and performance of the audit.

 

Based on that assessment, our audit scope for the Group focused primarily on the audits of seventeen operating locations, which represent the principal business units within the Group’s four reportable segments. These locations, together with audit work performed at the Group’s head office functions, account for 73% of the Group’s assets, 91% of the Group’s liabilities, 74% of the Group’s revenue, 79% of the Group’s adjusted operating profit and


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Financial statements and other information     Independent auditors’ report   143

 

    

 

88% of the Group’s profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. The Group audit team continued to follow a programme of planned visits that has been designed so that the Audit Partners of RELX PLC and RELX NV visit the key locations. The Audit Partners also attend audit close meetings with management of each of the group’s four operating segments, alongside the local auditors of the business units.

We also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no risks of material misstatement of the aggregated financial information of the remaining components not subject to audit.

We obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain responsible for our audit opinion.

Going concern and the directors’ assessment of the principal risks that would threaten the solvency or liquidity of the group

The consolidated financial statements have been prepared using the going concern basis of accounting. In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern. Based on the relevant financial reporting frameworks, management should prepare the Group’s financial statements using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the Group’s ability to continue as a going concern.

As required by the UK Listing Rules we have reviewed the directors’ statement regarding the appropriateness of the going concern basis of accounting and the directors’ statement on the longer-term viability of the Group contained within the Corporate Governance Report on page 75.

We have nothing material to add or draw attention to in relation to:

 

¡   the directors’ confirmation on page 75 that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity;

 

¡   the disclosures on pages 60-62 that describe those risks and explain how they are being managed or mitigated;

 

¡   the directors’ statement on page 75 to the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them and their identification of any material uncertainties to the group’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

 

¡   the director’s explanation on page 75 as to how they have assessed the prospects of the Group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a

reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We agreed with the directors’ adoption of the going concern basis of accounting and we did not identify any such material uncertainties. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as a going concern.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Other matters

The separate audit reports on the parent company financial statements of RELX PLC and RELX NV, which have been audited under locally adopted auditing standards and which include the other opinions required by local laws and regulations, appear on pages 155 and 165.

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement, the Boards are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for being satisfied that they give a true and fair view and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

The Audit Committees assist the respective Boards in overseeing the Group’s financial reporting process.

Our Responsibility for the audit of the financial statements

Our responsibility is to audit and express an opinion on the consolidated financial statements in accordance with International Standards on Auditing (UK and Ireland) as issued by the United Kingdom Auditing Practices Board and Dutch Law, including the Dutch Standards on Auditing. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are required to communicate with the Audit Committees regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We are also required to provide the Audit Committees with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable related safeguards.

 

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144    RELX Group     Annual reports and financial statements 2015

 

    

 

Scope of the audit of the consolidated financial statements

An audit involves obtaining evidence about the amounts and disclosures in the consolidated financial statements sufficient to give reasonable assurance that the consolidated financial statements are free from material misstatement, whether caused by fraud or error. Reasonable assurance does not provide an absolute level of assurance which means we may not have detected all errors and fraud. An audit includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the consolidated financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited consolidated financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with ISAs (UK and Ireland), Dutch Standards on Auditing, ethical standards and relevant independence requirements. Our audit included:

 

¡   identifying and assessing the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

 

¡   obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
¡   concluding on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;

 

¡   evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and

 

¡   evaluating whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Engagement

We were engaged by the Audit Committees as auditor of RELX PLC and as auditor of RELX NV for the audit of the financial year ended 31 December 2015 and have operated as statutory auditor since 1994.

 

Graham Richardson

   M.J. van der Vegte

(Senior statutory auditor)

   RA

For and on behalf of

  

Deloitte LLP

   Deloitte Accountants B.V.

Chartered Accountants

   Amsterdam

and Statutory Auditor

   The Netherlands

London, United Kingdom

  

24 February 2016

   24 February 2016
 


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Financial statements and other information     RELX Group   145

 

    

 

5 year summary

 

                     

Restated (3),(4)

 
      Note     

2015

£m

    

2014

£m

    

2013

£m

    

2012

£m

    

2011

£m

 

RELX Group consolidated financial information

                 

Revenue

        5,971         5,773         6,035         6,116         6,002   

Reported operating profit

        1,497         1,402         1,376         1,333         1,171   

Adjusted operating profit

     1         1,822         1,739         1,749         1,688         1,592   

Reported net profit attributable to shareholders

        1,008         955         1,110         1,044         731   

Adjusted net profit attributable to shareholders

     1         1,275         1,213         1,197         1,121         1,031   

RELX PLC financial information

                 

Reported earnings per ordinary share (pence)

        46.4p         43.0p         49.0p         45.0p         31.2p   

Adjusted earnings per ordinary share (pence)

        60.5p         56.3p         54.1p         49.4p         45.5p   

Dividend per ordinary share (pence)

     2         29.7p         26.0p         24.6p         23.0p         21.55p   

RELX NV financial information (3)

                 

Reported earnings per ordinary share (pence)

        49.4p         45.8p         51.6p         47.4p         33.5p   

Reported earnings per ordinary share (euro)

        €0.682         0.568         0.609         0.583         0.385   

Adjusted earnings per ordinary share (euro)

        €0.835         0.698         0.638         0.608         0.523   

Dividend per ordinary share (euro)

     2         €0.403         0.383         0.329         0.304         0.283   

 

(1) Adjusted figures are presented as additional performance measures used by management and are stated before amortisation and impairment of acquired intangible assets and goodwill, the net financing cost on defined benefit pension schemes and acquisition- related costs, exceptional prior year tax credits (in 2012 only), and in respect of attributable net profit, reflect a tax rate that excludes the effect of movements in deferred taxation assets and liabilities that are not expected to crystallise in the near term and includes the benefit of tax amortisation where available on acquired goodwill and intangible assets. Acquisition-related financing costs and profit and loss from disposal gains and losses and other non-operating items are also excluded from the adjusted figures.

 

(2) Dividend per ordinary share is based on the interim dividend and proposed final dividend for the relevant year.

 

(3) RELX NV amounts and dividend per share reflect the bonus share issue declared on 30 June 2015.

 

(4) Comparative figures for 2012 and 2011 have been restated following the adoption of IAS19 Employee Benefits (revised) by the Group in 2013.

 

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Financial statements and other information

  

147

 

       

 

 

   

 

  RELX PLC

  Annual Report and

  Financial Statements

 

 

 

 

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          In this section  
     148   Directors’ Report  
  152   Parent company statement of financial position  
  153   Parent company statement of changes in equity  
  153   Parent company accounting policies  
  154   Notes to the parent company financial statements  
  165   Independent auditor’s report  
           Company number: 77536  
   
   
   
   
   

 


Table of Contents
148    RELX Group     Annual reports and financial statements 2015

 

    

 

Directors’ Report

The Directors present their report, together with the financial statements of the Group and RELX PLC (the Company), for the year ended 31 December 2015.

During the year, the simplification and modernisation of the Group’s corporate structure, announced in February 2015, was approved by shareholders at the Annual General Meeting (AGM). In July, as part of the modernisation, the Company changed its name to RELX PLC.

RELX PLC and RELX NV are separate, publicly-held entities. RELX PLC’s ordinary shares are listed in London and New York, and RELX NV’s ordinary shares are listed in Amsterdam and New York. RELX PLC and RELX NV jointly own RELX Group plc, which, with effect from February 2015, when RELX PLC and RELX NV transferred their respective ownership interests in Elsevier Reed Finance BV to RELX Group plc, held all of RELX Group’s operating businesses and financing activities. RELX PLC, RELX NV, RELX Group plc and its subsidiaries, joint ventures and associates are together known as “RELX Group” or “the Group”.

Financial statement presentation

The Governing Agreement determines the equalisation ratio between RELX PLC and RELX NV. Following a bonus issue of shares in RELX NV, one RELX PLC ordinary share confers an equivalent economic interest to one RELX NV ordinary share and this change in the equalisation ratio took effect from 1 July 2015. As a result of these arrangements, all shareholders can be regarded as having interests in a single economic entity. Consequently, the Directors have concluded that the Group forms a single reporting entity for the presentation of consolidated financial statements. Accordingly, the Group consolidated financial statements represent the interests of both sets of shareholders and are presented by both RELX PLC and RELX NV as their respective consolidated financial statements. This Directors’ Report and the financial statements of the Group and Company should be read in conjunction with the other reports set out on pages 2 to 92. A review of the Group’s performance during the year is set out on pages 8 to 51, a summary of the principal risks facing the Group is set out on pages 60 to 62, and the Group statement on corporate responsibility is set out on pages 42 to 51.

The shares of RELX PLC and RELX NV are regarded as two separate classes of share which together form the consolidated issued share capital of the Group. In calculating earnings per share of the Group, the earnings for each company are calculated on a fully distributed basis. The Group’s usual practice is for only a portion of earnings to be distributed by way of dividends. Dividends paid to RELX PLC and RELX NV shareholders are, other than in special circumstances, equalised at the gross level including the benefit of the prevailing UK attributable tax credit of 10% available to certain RELX PLC shareholders. The UK Government has announced that the dividend tax credits will be abolished with effect from 6 April 2016, impacting dividends paid after this date. For 2015, the allocation of earnings between the two classes of shares reflects this differential in dividend payments declared, with the balance of earnings assumed to be distributed as a capital distribution, in equal amounts per share.

As a result of the abolition of the UK tax credit, reported earnings per share will have the same value for each RELX PLC and RELX NV share from 2016.

 

 

 

In addition to the reported figures, adjusted profit figures are presented as additional performance measures used by management. These exclude the Group’s share of amortisation of acquired intangible assets, acquisition-related costs, tax in joint ventures disposal gains and losses and other non-operating items, related tax effects, and movements in deferred taxation assets and liabilities related to acquired intangible assets and include the benefit of tax amortisation where available on acquired goodwill and intangible assets.

Parent company financial statements

The individual parent company financial statements of RELX PLC are presented on page 152, and were prepared under Financial Reporting Standard 101 (FRS 101).

Distributable reserves as at 31 December 2015 were £1,487m (2014: £1,459m), comprising reserves less shares held in treasury. Parent company shareholders’ funds as at 31 December 2015 were £3,114m (2014: £3,074m).

Strategic Report

The Companies Act 2006 (the Act) requires the Company to present a fair review of the Group during the financial year. The Strategic Report is set out on pages 2 to 62.

Dividends

The Board is recommending a final dividend of 22.30p per ordinary share (2014: 19.00p). This gives total ordinary dividends for the year of 29.70p (2014: 26.00p). The final dividend will be paid on 20 May 2016 to shareholders on the Register on 29 April 2016.

Details of dividend cover and dividend policy are set out on page 58.

Corporate Governance

The Company has complied throughout the year with the provisions of the UK Corporate Governance Code 2014 (the UK Code), which is publicly available on the Financial Reporting Council’s website (www.frc.org.uk). Details of how the principles of the UK Code have been applied and the Directors’ statement on internal control are set out in the Corporate Governance report on pages 69 to 75.

Greenhouse Gas Emissions

The Company is required to state the annual quantity of emissions in tonnes of carbon dioxide equivalent from Group operational activities. Details of our emissions during the year ended 31 December 2015 and the actions being taken to reduce them are set out in the Corporate Responsibility section of the Strategic Report on pages 50 and 51. Further details can be found in our online Corporate Responsibility Report at www.relx.com/go/CRReport.

Directors

The names of the Directors who served on the Board during the year and changes to the Board are set out on pages 64, 65 and 70.

Share capital

The Company’s issued share capital comprises a single class of ordinary shares, all of which are listed on the London Stock Exchange. All issued shares are fully paid up and carry no additional obligations or special rights. Each share carries the right to one vote at general meetings of the Company.

 


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Financial statements and other information     Directors’ Report

 

  

149

 

 

 

In a general meeting, subject to any rights and restrictions attached to any shares, on a show of hands every member who is present in person shall have one vote and every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote (although a proxy has one vote for and one vote against the resolution if: (i) the proxy has been duly appointed by more than one member entitled to vote on the resolution; and (ii) the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it). Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

Proxy appointments and voting instructions must be received by the registrars not less than 48 hours before a general meeting. There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles and prevailing legislation. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights attached to the shares.

At the 2015 AGM, shareholders passed a resolution authorising the Directors to allot shares for cash on a non-pre-emptive basis up to a nominal value of £8.7m, representing less than 5% of the Company’s issued share capital. Since the 2015 AGM, no shares have been issued under this authority. The shareholder authority also permitted the Directors to allot shares in order to satisfy entitlements under employee share plans, and details of such allotments are noted below. The authority to allot shares will expire at the 2016 AGM, and a resolution to further extend the authority and to seek additional authority to allow the issue of up to 5% of the issued share capital for cash on a non-pre-emptive basis in connection with an acquisition or specified investment subject to certain conditions in accordance with the Pre-Emption Group’s 2015 Statement of Principles will be submitted to the shareholders at the 2016 AGM.

During the year, 2,017,517 ordinary shares in the Company were issued in order to satisfy entitlements under employee share plans as follows: 586,219 under a UK Sharesave option scheme at prices between 401.60p and 949.60p per share; 1,401,350 under executive share option schemes at prices between 420.00p and 924.50p per share; and 29,948 under the Long Term Incentive Plan at 511.50p per share.

The issued share capital as at 31 December 2015 is shown in note 26 to the consolidated financial statements.

Authority to purchase shares

At the 2015 AGM, shareholders passed a resolution authorising the purchase of up to 120.5m ordinary shares in the Company (representing less than 10% of the issued ordinary shares) by market purchase. During the year, 25,681,445 ordinary shares were purchased under this and the previous authority, to be held in treasury. On 2 December 2015, the Company cancelled 31.5m ordinary shares held in treasury. Therefore, as at 31 December 2015 there were 63,879,780 ordinary shares held in treasury, representing 5.4% of the issued ordinary shares. A further 4,592,100 ordinary shares were purchased between 4 January 2016 and the date of this report. The authority to make market purchases will expire at the 2016 AGM, at which a resolution to further extend the authority will be submitted to shareholders.

Substantial share interests

As at 24 February 2016, the Company had been notified by the following shareholders that they held an interest of 3% or more in voting rights of its issued share capital:

 

¡    BlackRock Inc

     9.62%   

¡    Invesco Limited

     5.03%   

¡    Legal & General Group plc

     3.40%   

The percentage interests stated above are as disclosed at the date on which the interests were notified to the Company.

Employee Benefit Trust

The Trustee of the Employee Benefit Trust held an interest in 5,454,942 ordinary shares in the Company (representing 0.5% of the issued ordinary shares) as at 31 December 2015. The Trustee may vote or abstain from voting any shares it holds in any way it sees fit.

Significant agreements – change of control

The Governing Agreement between RELX PLC and RELX NV states that upon a change of control of RELX PLC (for these purposes, the acquisition by a third party of 50% or more of the issued share capital having voting rights), should there not be a comparable offer from the offeror for RELX NV, RELX NV may serve notice upon the Company varying certain provisions of the Governing Agreement, including the governance and the standstill provisions.

There are a number of borrowing agreements including credit facilities that in the event of a change of control of both the Company and RELX NV and, in some cases, a consequential credit rating downgrade to sub-investment grade may, at the option of the lenders, require repayment and/or cancellation as appropriate.

Powers of directors

Subject to the provisions of the Companies Act 2006, the Company’s Articles and any directions given by special resolutions, the business of the Company shall be managed by the Board which may exercise all the powers of RELX PLC.

Directors’ indemnity

In accordance with its Articles, the Company has granted Directors an indemnity, to the extent permitted by law, in respect of liabilities incurred as a result of their office. The Company also purchased and maintained throughout the year Directors’ and Officers’ liability insurance in respect of itself and its Directors.

Related party transactions

Internal controls are in place to ensure that any related party transactions involving Directors or their connected persons are carried out on an arm’s length basis and are properly recorded and disclosed where appropriate.

 

 

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150        

 

 

RELX Group Annual reports and financial statements 2015

 

 

 

 

Conflicts of interest

Under the Companies Act 2006, the Directors have a duty to avoid situations in which they have, or could have, a direct or indirect interest that conflicts with the interests of the Company. The Board has established formal procedures for identifying, assessing and reviewing any situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of RELX PLC.

The Nominations Committee considers any such conflict or potential conflict and makes a recommendation to the Board on whether to authorise it, as permitted under the Company’s Articles. In reaching its decision, the Board is required to act in a way it considers would be most likely to promote the success of the Company and may impose limits or conditions when giving its authorisation, if it thinks this is appropriate. Actual or potential conflicts of interest are reviewed annually by the Nominations Committee.

Political donations

The Group does not make donations to European Union (EU) political organisations or incur EU political expenditure. In the US, Group companies donated £53,791 (2014: £55,793) to political organisations. In line with US law, these donations were not made at federal level, but only to candidates and political parties at the state and local levels.

Employee relations

The Group is committed to employee involvement and participation. Where appropriate, major announcements are communicated to employees through internal briefings. Information on performance, development, organisational changes and other matters of interest is communicated through briefings and electronic bulletins. The Company is an equal opportunity employer and does not discriminate on the grounds of race, gender or other characteristics in its recruitment or employment policies. The Group seeks opinions from employees through a triennial survey. Information on the 2015 opinion survey is set out on page 46.

Disabled persons

RELX Group has a positive approach to diversity and inclusion. Details of the Group’s Diversity and Inclusion Statement are set out on page 46. The Group is committed to the full and fair treatment of people with disabilities in relation to job applications, training, promotion and career development. Where existing employees become disabled, our policy is to provide continuing employment, support and training wherever practicable.

Disclosures required under UK Listing Rule 9.8.4

The information required by Listing Rule 9.8.4 is set out on the pages below:

 

   
   Information required   Page  

  (1)   Interest capitalised by the Group

    n/a   

  (2)   Publication of unaudited financial information

    n/a   

  (4)   Long-term incentive schemes

    86   

  (5)   Waiver of emoluments by a Director

    n/a   

  (6)   Waiver of future emoluments by a Director

    n/a   

  (7)   Non pro-rata allotments for cash (issuer)

    n/a   

  (8)   Non pro-rata allotments for cash (major

          subsidiaries)

    n/a   

  (9)   Parent participation in a placing by a listed

          subsidiary

    n/a   

  (10) Contracts of significance

    n/a   

  (11) Provision of services by a controlling shareholder

    n/a   

  (12) Shareholder waiver of dividends

    119   

  (13) Shareholder waiver of future dividends

    119   

  (14) Agreements with controlling shareholders

   

 

n/a

 

  

 

Financial statements and accounting records

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Article 4 of the IAS Regulation. The Directors have elected to prepare the parent company financial statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing the parent company financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether Financial Reporting Standard 101 Reduced Disclosure Framework has been followed, subject to any material departures being disclosed and explained in the financial statements; and prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

    

 


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Financial statements and other information     Directors’ Report

 

  

151

 

 

 

In preparing the Group financial statements, IAS1 requires that directors: properly select and apply accounting policies; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements of IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and make an assessment of the company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain RELX PLC’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors’ responsibility statement

The Board confirms that, to the best of its knowledge:

 

¡   the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the financial position and profit or loss 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. A description of the principal risks facing the Group is set out on pages 60 to 62.

Having taken into account all the matters considered by the Board and brought to the attention of the Board during the year, the Directors are satisfied that the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess RELX PLC’s performance, business model and strategy.

Neither RELX PLC nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with Section 90A of the Financial Services and Markets Act 2000.

Disclosure of information to auditors

As part of the process of approving the Company’s 2015 financial statements, the Directors have taken steps pursuant to section 418(2) of the Companies Act 2006 to ensure that they are aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. In that context, so far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware.

Going concern

The Directors’ statement regarding the appropriateness of adopting the going concern basis of accounting is set out on page 75.

Long-term viability statement

The Directors’ statement regarding the long-term viability of the Group is set out on page 75.

Auditors

Deloitte LLP will be retiring as the Company’s auditors at the 2016 AGM. Following an audit tender process carried out during 2015, the Board accepted a recommendation from the Audit Committee that Ernst & Young LLP (EY) be proposed to shareholders as auditors of the Company in respect of the 2016 financial year. Further details on the audit tender process and transitional arrangements for the 2015 audit can be found on page 92 of the Report of the Audit Committees.

Resolutions for the appointment of EY as auditors of RELX PLC and to authorise the Audit Committee, on behalf of the Board, to determine their remuneration will be submitted to shareholders at the 2016 AGM.

By order of the Board

Henry Udow

Company Secretary

24 February 2016

Registered Office

1-3 Strand

London

WC2N 5JR

 

 

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152    RELX Group     Annual reports and financial statements 2015

 

    

 

Parent company statement of financial position

 

AS AT 31 DECEMBER    Note      2015
£m
    2014
£m
 

Non-current assets

       

Investments in subsidiary undertakings

     1         77        309   

Investments in joint ventures

     1         3,023        2,314   
                3,100        2,623   

Current assets

       

Receivables: amounts due from joint ventures

     2         69        529   
                69        529   

Total Assets

              3,169        3,152   

Current liabilities

       

Taxation

        1        1   

Other payables

        54          

Amounts owed to subsidiary undertakings

     2                77   
                55        78   

Net assets

              3,114        3,074   

Capital and reserves

       

Share capital

        170        174   

Share premium

        1,284        1,274   

Shares held in treasury

        (604     (531

Capital redemption reserve

        17        13   

Other reserves

        156        154   

Net profit

        665        628   

Reserves

              1,426        1,362   

Shareholders’ equity

              3,114        3,074   

The parent company financial statements were approved by the Board of Directors and authorised for issue on 24 February 2016. They were signed on its behalf by:

 

A J Habgood    N L Luff
Chairman    Chief Financial Officer


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Financial statements and other information     RELX PLC   153

 

    

 

Parent company statement of changes in equity

 

     Share
capital
£m
    Share
premium
£m
    Shares
held in
treasury
£m
   

Capital

redemption
reserve  (1)
£m

   

Other

reserves  (2)
£m

    Net profit
£m
    Reserves  (3)
£m
    Total
£m
 

Balance at 1 January 2014

    182        1,257        (693     4        152        106        2,036        3,044   

Total comprehensive income for the year

                                       628               628   

Dividends paid (4)

                                              (285     (285

Repurchase of ordinary shares

                  (333                                 (333

Cancellation of shares

    (9            495        9                      (495       

Issue of ordinary shares, net of expenses

    1        17                                           18   

Equity instruments granted to employees of the Group

                                2                      2   

Transfer of net profit to reserves

                                       (106     106          

Balance at 1 January 2015

    174        1,274        (531     13        154        628        1,362        3,074   

Total comprehensive income for the year

                                       665               665   

Dividends paid (4)

                                              (295     (295

Repurchase of ordinary shares

                  (342                                 (342

Cancellation of shares

    (4            269        4                      (269       

Issue of ordinary shares, net of expenses

           10                                           10   

Equity instruments granted to employees of the Group

                                2                      2   

Transfer of net profit to reserves

                                       (628     628          

Balance at 31 December 2015

    170        1,284        (604     17        156        665        1,426        3,114   

 

(1) The capital redemption reserve does not form part of the distributable reserves balance.
(2) Other reserves relate to equity instruments granted to employees of the Group under share based remuneration arrangements, and do not form part of the distributable reserves balance.
(3) Distributable reserves at 31 December 2015 were £1,487m (2014: £1,459m) comprising net profit and reserves, net of shares held in treasury.
(4) Refer to note 14 of the RELX Group consolidated financial statements on page 118 for further dividend disclosure.

Parent company accounting policies

 

Basis of preparation

The parent company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council (FRC). Accordingly, in the year ended 31 December 2015 the company has changed its accounting framework from UK GAAP to FRS 101 as issued by the Financial Reporting Council and has, in doing so, applied the requirements of IFRS 1.6-33 and related appendices. These financial statements were prepared in accordance with FRS 101 (Financial Reporting Standard 101) ‘ Reduced Disclosure Framework’ as issued by the Financial Reporting Council, incorporating the Amendments to FRS 101 issued by the FRC in July 2015 and the amendments to Company law made by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 prior to their mandatory effective date of accounting periods beginning on or after 1 January 2016. No material adjustments were required on adoption of FRS 101 in the current year.

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions.

The parent company financial statements have been prepared on the historical cost basis.

Unless otherwise indicated, all amounts in the financial statements are in millions of pounds.

The parent company financial statements should be read in conjunction with the Group consolidated financial statements and notes presented on pages 99 to 140, which are also presented as the RELX PLC consolidated financial statements. See the Basis of Preparation of the consolidated financial statements on page 99.

The parent company financial statements are prepared on a going concern basis, as explained on page 151.

As permitted by section 408 of the Companies Act 2006, and in compliance with The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015, the company has not presented its own profit and loss account but has presented the net profit for the year on the statement of financial position.

The RELX PLC accounting policies under FRS 101 are set out below.

Investments

Fixed asset investments are stated at cost, less provision, if appropriate, for any impairment in value. The fair value of the award of share options and conditional shares over RELX PLC ordinary shares to employees of the Group are treated as a capital contribution.

Other assets and liabilities are stated at historic cost, less provision, if appropriate, for any impairment in value.

Shares held in treasury

The consideration paid, including directly attributable costs, for shares repurchased is recognised as shares held in treasury and presented as a deduction from total equity. Details of share capital and shares held in treasury are set out in note 26 of the Group consolidated financial statements.

Foreign exchange translation

Transactions entered into in foreign currencies are recorded at the exchange rates applicable at the time of the transaction.

Taxation

Refer to note 10 on page 112 of the consolidated financial statements for the taxation accounting policies.

 

 

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154    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the parent company financial statements

1 Investments

 

      Subsidiary
undertaking
£m
    Joint
venture
£m
     Total
£m
 

At 1 January 2014

     309        2,312         2,621   

Equity instruments granted to employees of the Group

            2         2   

At 1 January 2015

     309        2,314         2,623   

Acquisitions

            707         707   

Disposal

     (232             (232

Equity instruments granted to employees of the Group

            2         2   

At 31 December 2015

     77        3,023         3,100   

The joint venture is set out in note 3.

2 Related party transactions

All transactions with joint ventures, subsidiaries and the Group’s employees, which are related parties of RELX PLC, are reflected in these financial statements. Transactions with key management personnel including share based remuneration costs are set out in note 28 of the Group consolidated financial statements and details of the directors’ remuneration are included in the Directors’ Remuneration Report on pages 77 to 90.

3 Joint venture as at 31 December 2015

 

              % holding as at
31 December
 

RELX Group plc

     

Incorporated and operating in Great Britain

     

1-3 Strand

     63,226 ordinary voting shares         50%   

London WC2N 5JR

     15,487 non-voting E shares           

During 2015 RELX Group plc was a holding company for group financing activities and operating businesses involved in scientific and medical, risk and business analytics, legal markets and organisation of trade exhibitions

     21,287 non-voting R shares         100%   
     Equivalent to a 52.9% equity interest and a      
     50% interest in the voting shares            

4 Contingent liabilities

There are contingent liabilities in respect of borrowings of joint ventures guaranteed by RELX PLC as follows:

 

      2015
£m
     2014
£m
 

Guaranteed jointly and severally with RELX NV

     3,697         3,607   

Financial instruments disclosures in respect of the borrowings covered by the above guarantees are given in note 19 of the Group’s consolidated financial statements.


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Financial statements and other information      Independent  auditor’s report

 

  

155

 

 

Independent auditor’s report

to the members of RELX PLC

 

Opinion on our audit of the parent company financial statements of RELX PLC (“the Company”)

In our opinion:

 

¡   the parent company financial statements give a true and fair view of the state of the Company’s affairs as at 31 December 2015 and of its profit for the year then ended;

 

¡   the parent company financial statements have been properly prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework and in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise the parent company statement of financial position, the parent company statement of changes in equity, a summary of the parent company accounting policies and the related notes 1-4. The financial reporting framework that has been applied in their preparation of the parent company financial statements is applicable law and Financial Reporting Standard 101 Reduced Disclosure Framework.

Our assessment of risks of material misstatement, application of materiality and overview of the scope of our audit

Given the nature of the RELX PLC and RELX NV legal structure, our assessment of risks of material misstatement, materiality and audit scoping for the Group equally applies to the audit of the parent company financial statements of RELX PLC. See pages 142-143 for further details.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial

statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards review team and independent partner reviews.

We are required to communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We are also required to provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable related safeguards.

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.

Independence

We are required to comply with the Financial Reporting Council’s Ethical Standards for Auditors and we confirm that we are independent of the group and we have fulfilled our other ethical responsibilities in accordance with those standards. We also confirm we have not provided any of the prohibited non-audit services referred to in those standards.

Going concern and the directors’ assessment of the principal risks that would threaten the solvency or liquidity of the group

As required by the Listing Rules we have reviewed the directors’ statement contained on page 75 regarding the appropriateness of the going concern basis of accounting and the directors’ statement on the longer-term viability of the Group contained within the Directors’ Report on page 75. We confirm that given the nature of the RELX PLC and RELX NV legal structure, our assessment of the Group’s ability to continue as a going concern equally applies to the parent company financial statements of RELX PLC.

We agreed with the Directors’ adoption of the going concern basis of accounting and we did not identify any such material uncertainties. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s or Group’s ability to continue as a going concern.

 

 

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156        

 

 

RELX Group     Annual reports and financial statements 2015

 

 

 

 

Opinion 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; and

 

¡   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.

Matters on which we are required to report by exception Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

¡   we have not received all the information and explanations we require for our audit; or

 

¡   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 are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report arising from these matters.

Corporate Governance Statement

Under the Listing Rules we are also required to review part of the Corporate Governance Statement relating to the Company’s compliance with certain provisions of the UK Corporate Governance Code. We have nothing to report arising from our review.

Our duty to read other information in the Annual Report

Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the Annual Report is:

 

¡   materially inconsistent with the information in the audited financial statements; or

 

¡   apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or

 

¡   otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been disclosed.

We confirm that we have not identified any such inconsistencies or misleading statements.

Graham Richardson (Senior statutory auditor)

 

For and on behalf of

Deloitte LLP

Chartered Accountants and Statutory Auditor

London

United Kingdom

24 February 2016

 

    

 


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Financial statements and other information   157

 

    

 

 

 

RELX NV

Annual Report and

Financial Statements

 

 

 

 

  LOGO
  In this section  
  158   Report of the Board  
  161   Parent company financial statements  
  162   Parent company accounting policies  
  163   Notes to the parent company financial statements  
  164   Additional information (unaudited)  
  165   Independent auditor’s report on financial statements  
     
     
     

 


Table of Contents
158    RELX Group     Annual reports and financial statements 2015

 

    

 

Report of the Board

 

The Non-Executive and Executive Directors present their joint report, together with the financial statements of the Group and of RELX NV (the Company), for the year ended 31 December 2015.

During the year, the simplification and modernisation of the Group’s corporate structure, announced in February 2015, was approved by shareholders at the Annual General Meeting. Effective in July, as part of the modernisation, the Company changed its name to RELX NV.

RELX PLC and RELX NV are separate, publicly-held entities. RELX PLC’s ordinary shares are listed in London and New York, and RELX NV’s ordinary shares are listed in Amsterdam and New York. RELX PLC and RELX NV jointly own RELX Group plc, which, with effect from February 2015, when RELX NV and RELX PLC transferred their respective ownership interests in Elsevier Reed Finance BV to RELX Group plc, held all of RELX Group’s operating businesses and financing activities. RELX PLC, RELX NV, RELX Group plc and its subsidiaries joint ventures and associates are together known as “RELX Group” or “the Group”.

This report of the Board and the parent company financial statements should be read in conjunction with the consolidated financial statements and other reports set out on pages 2 to 145, which are incorporated by reference herein. Summary consolidated financial information in euros is set out on pages 168 to 169. The consolidated financial statements on pages 94 to 145 are to be considered as part of the notes to the statutory financial statements. The Annual Report of RELX NV within the meaning of article 2:391 of the Dutch Civil Code consists of pages 157 to 160 and, incorporated by reference, pages 2 to 145. The Corporate Governance Statement of RELX NV dated 24 February 2016 is published on the RELX Group website (www.relx.com) and is incorporated by reference herein in accordance with the Vaststellingsbesluit nadere voorschriften inhoud jaarverslag January 2010 article 2a under 1 sub b.

Principal activities

RELX NV is a holding company. Its principal investment is its direct 47.1% shareholding in RELX Group plc. RELX Group plc is a global provider of information and analytics for professional and business customers across industries. The remaining shareholding in RELX Group plc is held by RELX PLC. A full description is set out on page 68.

Financial statement presentation

The Governing Agreement determines the equalisation ratio between RELX PLC and RELX NV. Following a bonus issue of shares in RELX NV, one RELX PLC ordinary share confers an equivalent economic interest to one RELX NV ordinary share and this change in the equalisation ratio took effect from 1 July 2015. As a result of these arrangements, all shareholders can be regarded as having interests in a single economic entity. Consequently, the Directors have concluded that the Group forms a single reporting entity for the presentation of consolidated financial statements. Accordingly, the Group consolidated financial statements represent the interests of both sets of shareholders and are presented by both RELX PLC and RELX NV as their respective consolidated financial statements. A review of the Group’s performance during the year is set out on pages 8 to 39, a summary of the principal risks facing the Group is set out on pages 60 to 62, and the Group statement on corporate responsibility is set out on pages 42 to 51.

The shares of RELX PLC and RELX NV are regarded as two separate classes of share which together form the consolidated issued share capital of the Group. In calculating earnings per share of the Group, the earnings for each company are calculated on a fully distributed basis. The Group’s usual practice is for only a portion of earnings to be distributed by way of dividends. Dividends paid to RELX PLC and RELX NV shareholders are, other than in special circumstances, equalised at the gross level including the benefit of the prevailing UK attributable tax credit of 10% available to certain RELX PLC shareholders. The UK Government has announced that dividend tax credits will be abolished with effect from 6 April 2016, impacting dividends paid after this date. For 2015, the allocation of earnings between the two classes of shares reflects this differential in dividend payments declared, with the balance of earnings assumed to be distributed as a capital distribution, in equal amounts per share.

As a result of the abolition of the UK tax credit, reported earnings per share will have the same value for each RELX NV and RELX PLC share from 2016.

In addition to the reported figures, adjusted profit figures are presented as additional performance measures used by management. These exclude the Group’s share of amortisation of acquired intangible assets, acquisition-related costs, tax in joint ventures, disposal gains and losses and other non-operating items, related tax effects, and movements in deferred taxation assets and liabilities related to acquired intangible assets and include the benefit of tax amortisation where available on acquired goodwill and intangible assets.

Parent company financial statements

In accordance with article 2:362(1) of the Dutch Civil Code, the individual parent company financial statements of RELX NV (presented on pages 157 to 166) were prepared under Financial Reporting Standard 101 (FRS 101).

The profit attributable to the shareholders of RELX NV was 787m (2014: 537m) and net assets as at 31 December 2015, principally representing the investment in RELX Group plc under the historical cost method and loans to their subsidiaries were 4,218m (2014: 4,441m). Free reserves as at 31 December 2015 were 3,946m (2014: 4,192m), comprising reserves and paid-in surplus less shares held in treasury.

Dividends

The Board is recommending a final dividend of 0.288 per ordinary share, up 17% compared with the prior year. This gives total ordinary dividends for the year of 0.403 (2014: 0.589), up 5% on 2014. The final dividend will be paid on 20 May 2016.

Details of dividend cover and dividend policy are set out on page 58

 


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Financial statements and other information     Report of the Board   159

 

    

 

 

Share capital

During 2015, 351,009,464 ordinary shares in RELX NV were issued as follows:

 

¡   The majority was issued under the bonus issue to implement the change of the equalisation ratio of RELX PLC to RELX NV shares to 1 to 1 (0.538 new RELX NV shares for each existing RELX NV share held as at 30 June 2015, i.e. 349,083,336 new shares)

 

¡   under convertible debentures at prices between 12.57 and 16.50

 

¡   under executive share option schemes at prices between 12.55 and 16.49

Note:

The prices at which shares were issued under convertible debentures and the executive share option schemes have been adjusted to take account of the bonus issue.

Information regarding shares outstanding at 31 December 2015 is shown in note 26 to the consolidated financial statements. At 31 December 2015 the total shares held in treasury were 57,113,394. Another 5,740,212 shares were held by the Employee Benefit Trust.

All issued R Shares in RELX NV, through which RELX PLC held a 5.8% indirect interest in RELX NV, were cancelled effective 1 July 2015 with the consent of the sole holder of the R shares, Reed Holding B.V. The aggregate nominal value of the cancelled R shares was repaid by means of transferring 2,898 newly created non-voting shares in RELX Group plc to Reed Holding B.V.

At the 2015 Annual General Meeting, the shareholders approved the reduction of the capital of RELX NV by the cancellation of up to 30 m of its shares held in treasury. No shares have been cancelled on the basis of this authorisation.

Substantial holdings

As at 24 February 2016, based on the public database of and on notification received from the Netherlands Authority for the Financial Markets, the Company is aware of interests in the capital and voting rights of the issued share capital of the Company of at least 3% by the following persons or organisations:

 

¡   BlackRock, Inc.

 

¡   RELX NV

 

¡   The Bank of New York Mellon Corporation

 

¡   Causeway Capital Management LLC

 

¡   FIL Limited

 

¡   Henderson Group Plc

 

¡   Jupiter Asset Management Limited

Authority to purchase shares

At the 2015 Annual General Meeting, shareholders passed a resolution delegating authority to the Board to acquire shares in RELX NV for a period of 18 months from the date of the Annual General Meeting up to and including 21 October 2016, for the maximum amount of 10% of the issued capital. During the year, 15,814,850 shares were purchased under this and the previous delegation of authority. As at 31 December 2015 there were

 

57,113,394 shares held in treasury, representing 5.45% of the issued shares. A further 4,088,700 shares were purchased between 4 January 2016 and the date of this report.

A resolution to renew the delegation of the authority is to be put to the 2016 Annual General Meeting, together with a proposal for approval of the reduction of RELX NV’s capital by cancellation of accumulated shares held in treasury.

Corporate Governance

RELX NV is subject to the Dutch Corporate Governance Code issued in December 2008 (the Dutch Code). For further information on the application of the Dutch Code, see the Corporate Governance Statement of RELX NV published on the RELX Group website, www.relx.com.

Significant agreements – change of control

The Governing Agreement between RELX NV and RELX PLC states that upon a change of control of RELX NV (for these purposes, the acquisition by a third party of 50% or more of the issued share capital having voting rights), should there not be a comparable offer from the offeror for RELX PLC, RELX PLC may serve notice upon RELX NV varying certain provisions of the Governing Agreement, including the governance and the standstill provisions.

There are a number of borrowing agreements including credit facilities that in the event of a change of control of both RELX NV and RELX PLC and, in some cases, a consequential credit rating downgrade to sub-investment grade may, at the option of the lenders, require repayment and/or cancellation as appropriate.

Financial statements and accounting records

The financial statements provide a true and fair view of the state of affairs of RELX NV and the Group as of 31 December 2015 and of the profit or loss in 2015. In preparing the financial statements, the Board ensures that suitable accounting policies, consistently applied and supported by reasonable judgements and estimates, have been used and applicable accounting standards have been followed. The Board is responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the law. The Board has general responsibility for taking reasonable steps to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Internal control

As required under sections II.1.4. and II.1.5. of the Dutch Code, the Audit Committee and the Board have reviewed the effectiveness of the systems of internal control and risk management during the last financial year. The objective of these systems is to manage, rather than eliminate, the risk of failure to achieve business objectives. Accordingly, they can only provide reasonable, but not absolute, assurance against material misstatement or loss. The outcome of this review has been discussed with the external auditors. The Board confirmed that as regards financial reporting, the risk management and control systems provide reasonable assurance against material inaccuracies or loss and have functioned properly during the financial year.

 

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160    RELX Group     Annual reports and financial statements 2015

 

    

 

 

Directors’ responsibility statement

The Board confirms, to the best of its knowledge, that

 

¡   the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the financial position and profit or loss of the group; and

 

¡   the Report of the Board includes a fair review of the development and performance of the business during the financial year and the position of the group as at 31 December 2015 together with a description of the principal risks and uncertainties that it faces.

Neither RELX NV nor the directors accept any liability to any person in relation to the Annual Report except to the extent that such liability arises under Dutch law.

Disclosure of information to auditors

As part of the process of approving the RELX NV 2015 financial statements, the Board has taken steps to ensure that all relevant information was provided to the RELX NV auditors and, so far as the Board is aware, there is no relevant audit information of which the RELX NV auditors are unaware.

Going concern

For details of the businesses’ cash flows, financial position and liquidity for the year ended 31 December 2015 and the going concern assumption, see the Chief Financial Officer’s Report on pages 54 to 59 and page 75 in the section on corporate governance.

Long-term viability statement

The Directors’ statement regarding the long-term viability of the Group as required by the UK Corporate Governance Code is set out on page 75.

Auditors

Deloitte Accountants B.V. will be retiring as the Company’s auditors at the 2016 Annual General Meeting. Following an audit tender process carried out during 2015, the Board accepted a recommendation from the Audit Committee that Ernst & Young Accountants LLP (EY) be proposed to shareholders as auditors of the Company in respect of the 2016 audit. Further details on the audit tender process and transitional arrangements for the 2015 audit can be found on page 92 of the Report of the Audit Committees.

Resolutions for the appointment of EY as auditors of the Company and to authorise the Board to determine their remuneration will be submitted to the forthcoming Annual General Meeting on 20 April 2016.

Signed by:  
Non-executive directors   Executive directors
A Habgood (Chairman)   E Engstrom (Chief Executive Officer)
W Hauser   N Luff (Chief Financial Officer)
A Hennah  
L Hook  
M van Lier Lels  
R Polet  
L Sanford  
B van der Veer  
 
Registered office  
Radarweg 29  
1043 NX Amsterdam  
The Netherlands  
 
Chamber of Commerce Amsterdam
Register file No: 33155037  
24 February 2016  
 


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Financial statements and other information     RELX NV   161

 

    

 

Parent company statement of comprehensive income

 

FOR THE YEAR ENDED 31 DECEMBER      Note       

2015

€m

    

2014

m

 

Administrative expenses

                  (3      (3

Operating profit

                  (3      (3

Dividends received from joint ventures

            750         520   

Finance income from joint ventures

                  30         25   

Profit before tax

                  777         542   

Tax expense

                  10         (5

Net profit for the year

       2           787         537   
                                

Other comprehensive income

                            

Total comprehensive income for the year

                  787         537   

 

Parent company statement of financial position

before appropriation of profit

 

  

  

AS AT 31 DECEMBER      Note       

2015

€m

    

2014

m

 

Non-current assets

            

Investments in joint ventures

       4           4,176         3,608   

Current assets

            

Amounts due from joint ventures – funding

       4           146         886   

Amounts due from joint ventures – other

       4           3         3   

Cash

                          6   
                    149         895   

Total assets

                  4,325         4,503   

Current liabilities

            

Taxation

            39         56   

Other payables

       1           68         6   
                    107         62   

Net assets

       2           4,218         4,441   

Capital and reserves

            

Share capital

            73         52   

Paid-in surplus

            2,304         2,309   

Shares held in treasury

            (948      (635

Other reserves

            199         197   

Reserves

            1,803         1,981   

Net profit

                  787         537   

Shareholders’ equity

                  4,218         4,441   

 

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162    RELX Group     Annual reports and financial statements 2015

 

    

 

Parent company statement of changes in equity

 

                    Shares held                               
     Share     Paid-in     in     Other                     
     capital     surplus  (1)     treasury     reserves (2)      Net profit  (3)     Reserves  (3)     Total  
      €m     €m     €m     €m      €m     €m     €m  

Balance at 1 January 2014

     55        2,276        (814     195         199        2,668        4,579   

Total comprehensive income for the year

                                  537               537   

Dividends paid (4)

                                         (349     (349

Repurchase of shares

                   (361                           (361

Cancellation of shares

     (3            540                       (537       

Issue of shares, net of expenses

            33                                     33   

Equity instruments granted to employees of the Group

                          2                       2   

Transfer of net profit to reserves

                                  (199     199          

Balance at 1 January 2015

     52        2,309        (635     197         537        1,981        4,441   

Total comprehensive income for the year

                                  787               787   

Dividends paid (4)

                                         (397     (397

Repurchase of shares

                   (364                           (364

Cancellation of shares

     (3            51                       (318     (270

Bonus issue of shares

     24        (24                                    

Issue of shares, net of expenses

            19                                     19   

Equity instruments granted to employees of the Group

                          2                       2   

Transfer of net profit to reserves

                                  (537     537          

Balance at 31 December 2015

     73        2,304        (948     199         787        1,803        4,218   

 

(1) Within paid–in surplus, an amount of 2,151m (2014: 2,132m) is free of tax.
(2) Other reserves relate to equity instruments granted to employees of the Group under share based remuneration arrangements. Other reserves do not form part of free reserves.
(3) Free reserves of the company at 31 December 2015 were 3,946m (2014: 4,192m), comprising net profit reserves and paid–in surplus less shares held in treasury.
(4) Refer to note 14 of the RELX Group consolidated financial statements on page 118 for further dividend disclosure.

Parent company accounting policies

 

Basis of preparation

The parent company financial statements have been prepared on the historical cost basis. As permitted by 2:362 subsection 1 of the Dutch Civil Code for companies with international operations, the parent company financial statements have been prepared in accordance with FRS 101.

The parent company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council, the standard setting body in the UK. Accordingly, in the year ended 31 December 2015 the company has changed its accounting framework from UK GAAP to FRS 101 as issued by the Financial Reporting Council and has, in doing so, applied the requirements of IFRS 1.6-33 and related appendices. These financial statements were prepared in accordance with FRS 101 (Financial Reporting Standard 101) ‘ Reduced Disclosure Framework’ as issued by the Financial Reporting Council, incorporating the Amendments to FRS 101 issued by the FRC in July 2015 and the amendments to Company law made by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 prior to their mandatory effective date of accounting periods beginning on or after 1 January 2016. No material adjustments were made on adoption of FRS 101 in the current year.

 

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relations to share-based payments, financial instruments, captial management, presentation of comparatice information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transations.

The parent company financial statements have been prepared on the historical cost basis.

Unless otherwise stated, the financial statements are in millions of euros.

The parent company financial statements and notes should be read in conjunction with the Group consolidated financial statements and notes presented on pages 99 to 140, which are also presented as the RELX NV consolidated financial statements. See the Basis of Preparation of the RELX Group consolidated financial statements on page 99.

The parent company financial statements are prepared on a going concern basis, as explained on page 160.

The RELX NV accounting policies under FRS 101 are set out below.

 


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Financial statements and other information     RELX NV   163

 

    

 

 

Investments

Fixed asset investments are stated at cost, less provision, if appropriate, for any impairment in value. The fair value of the award of share options and conditional shares over RELX NV ordinary shares to employees of the Group are treated as a capital contribution.

Other assets and liabilities are stated at historical cost, less provision, if appropriate, for any impairment in value.

Shares held in treasury

The amount of consideration paid, including directly attributable costs, for shares repurchased is recognised as shares held in

 

treasury and presented as a deduction from total equity. Details of share capital and shares held in treasury are set out in note 26 of the Group consolidated financial statements.

Foreign exchange translation

Transactions entered into in foreign currencies are recorded at the exchange rates applicable at the time of the transaction.

Taxation

Refer to note 10 on page 112 of the RELX Group consolidated financial statements for the taxation accounting policies.

 

 

Notes to the parent company financial statements

1 Other payables

Other payables include 5m (2014: 4m) of the Group’s employee convertible debenture loans with a weighted average interest rate of 1.25% (2014: 1.65%). Depending on the conversion terms, the surrender of 200 par value debenture loans qualifies for 50 RELX NV ordinary shares.

2 Parent company and consolidated financial statements

 

YEAR ENDED 31 DECEMBER   

2015

€m

      

2014

m

 

RELX NV parent company profit attributable to shareholders

     787           537   

RELX PLC parent company profit attributable to shareholders

     918           779   
                     

Consolidated net profit attributable to parent companies shareholders

     1,391           1,184   

 

The difference between the parent company and consolidated profit and loss arises as the parent company profit and loss accounts include dividends from RELX Group plc and other intra-group transactions (which are eliminated on a consolidated basis) whereas the RELX Group consolidated net profit includes the consolidated net profit of the Group’s subsidiaries and the Group’s share of the results of its joint ventures and associates.

 

     

AS AT 31 DECEMBER   

2015

€m

      

2014

m

 

RELX NV parent company shareholders’ funds

     4,218           4,441   

RELX PLC parent company shareholders’ funds

     4,235           3,965   
                     

Consolidated shareholders’ equity

     2,916           2,717   

The difference between the parent company and consolidated shareholders’ funds arise as the parent company shareholders’ funds includes the investment in RELX Group plc held at cost less any provision for impairment, and other intra-group transactions, such as intra-group funding, which eliminate on consolidation, whereas the consolidated equity includes the investment in subsidiaries and the assets and liabilities (including external borrowings) of the Group as a whole.

3 Related party transactions

All transactions with joint ventures and the Group’s employees which are related parties of RELX NV, are reflected in these financial statements. Joint ventures are set out in note 4.

Transactions with key management personnel including share based remuneration costs are set out in note 28 to the Group consolidated financial statements and details of the directors’ remuneration are included in the Directors’ Remuneration Report on pages 77 to 90.

 

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164    RELX Group     Annual reports and financial statements 2015

 

    

 

Notes to the parent company financial statements

4 Joint venture as at 31 December 2015

             

% holding as at

31 December

 
RELX Group plc      
Incorporated and operating in Great Britain      
1-3 Strand      63,226 ordinary voting shares         50%   
London WC2N 5JR      15,487 non-voting E shares         100%   
During 2015 RELX Group plc was a holding company for group financing activities      21,287 non-voting R shares           
and operating businesses involved in scientific and medical, risk and business analytics, legal markets and organisation of trade exhibitions      Equivalent to a 47.1% equity interest and a      
     50% interest in the voting shares            

Investments in joint ventures include equity instruments granted to the Group’s employees of 2m (2014: 2m)

5 Contingent liabilities

There are contingent liabilities in respect of borrowings of joint ventures guaranteed by RELX NV as follows:

 

     

2015

€m

      

2014

m

 

Guaranteed jointly and severally with RELX PLC

     5,027           4,653   

Financial instruments disclosures in respect of the borrowings covered by the above guarantees are given in note 19 of the Group’s consolidated financial statements.

6 Auditor’s remuneration

Information on the audit and non-audit fees paid by RELX Group to Deloitte Accountants BV and its associates is set out in note 4 to the Group’s consolidated financial statements.

7 Events after the balance sheet date

There were no subsequent events.

8 Approval of financial statements

The parent company financial statements were signed and authorised for issue by the Board of Directors on 24 February 2016.

 

A J Habgood    N L Luff
Chairman of the Board    Chief Financial Officer

Additional information (unaudited)

Profit allocation

The Articles of Association provide that distributions of dividend may only be made insofar as the company’s equity exceeds the amount of the paid in capital, increased by the reserves which must be kept by virtue of the law and may be made in cash or in shares, at the proposal of the Board. Distribution of dividends on ordinary shares shall be made in proportion to the nominal value of each share. The Board may resolve what amount of dividend shall be paid on each ordinary share. Distribution of dividends on ordinary shares are subject to approval at the General Meeting of Shareholders. Details of dividends proposed in relation to the financial year are in note 14 to the consolidated financial statements.

 

OVERVIEW OF PROFIT FOR THE YEAR AND DIVIDENDS PAID   

2015

€m

      

2014

m

      

2013

m

 

Final dividend on ordinary shares for prior financial year

     283           249           230   

Interim dividend on ordinary shares for financial year

     114           100           91   

Surplus/(deficit) for the year

     390           188           (122

Total

     787           537           199   


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Financial statements and other information     Independent auditor’s report   165

 

    

 

Independent auditors’ report on financial statements

to the shareholders of RELX NV

 

Opinion on our audit of the parent company financial statements of RELX NV (“the Company”)

We have audited the accompanying 2015 parent company financial statements of RELX NV, based in Amsterdam.

The parent company financial statements comprise:

 

1. the parent company statement of comprehensive income for the year 2015;

 

2. the parent company statement of financial position as at 31 December 2015;

 

3. the parent company statement of changes in equity; and

 

4. notes comprising a summary of the parent company accounting policies and other explanatory information and the related notes 1 to 8.

In our opinion:

 

¡   the parent company financial statements give a true and fair view of the financial position of RELX NV as at 31 December 2015 and of its result for the year 2015 in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework and in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Basis for Our Opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the financial statements” section of our report.

We are independent of the Company in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those that, in our professional judgement, were of most significance in our audit of the parent company financial statements. We have communicated these key audit matters to the Audit Committee; the Audit Committee’s consideration of these risks is set out on page 91. The key audit matters are not a comprehensive reflection of all matters discussed. Our audit procedures relating to these matters were addressed in the context of our audit of the parent company financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these individual matters. Given the nature of the RELX PLC and RELX NV legal structure, the key audit matters, our assessed risks of material misstatement, application of materiality, overview of the scope of our group audit, and considerations regarding going concern for the Group equally applies to the audit of the parent company financial statements of RELX NV. See pages 142-143 for further details.

Responsibilities of Executive Directors and the Non-Executive Directors for the Financial Statements

Executive directors are responsible for the preparation and fair presentation of the financial statements and for the preparation of the report of the board in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, executive directors are responsible for such internal control as executive directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

As part of the presentation of the financial statements, executive directors are responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, executive directors should prepare the financial statements using the going concern basis of accounting unless executive directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Executive directors should disclose events and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern.

The non executive directors are responsible for overseeing the Company’s financial reporting process.

Our responsibility for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud.

We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements.

 

 

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166    RELX Group     Annual reports and financial statements 2015

 

    

 

 

Our audit included:

 

¡   identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

¡   obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

¡   evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

¡   concluding on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

¡   evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and

 

¡   evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the non executive directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

We provide the non executive directors with a statement that we have complied with relevant ethical requirements regarding independence and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, including where applicable, related safeguards.

From the matters communicated with the non executive directors we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

 

Report on Other Legal and Regulatory Requirements

Report of the Board and the Other Information

Pursuant to legal requirements of Part 9 of Book 2 of the Dutch Civil Code (concerning our obligation to report about the report of the board and other data), we declare that:

 

¡   we have no deficiencies to report as a result of our examination whether the report of the board, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, and whether the information as required of Part 9 of Book 2 of the Dutch Civil Code has been annexed.

 

¡   further we report that the report of the board report, to the extent we can assess, is consistent with the financial statements.

Engagement

We were engaged by the Audit Committee as auditor of RELX NV on 22 July 2015, for the audit of the financial year ended 31 December 2015 and have operated as statutory auditor since 1994.

Deloitte Accountants BV

M.J. van der Vegte RA

Amsterdam

The Netherlands

24 February 2016

 


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Financial statements and other information   167

 

    

 

 

 

Other financial

information

 

 

 

 

 

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  In this section  
  168   Summary financial information in euros  
  169   Summary financial information in US dollars  
     
     
     

 


Table of Contents
168    RELX Group     Annual reports and financial statements 2015

 

    

 

Summary financial information in euros

Basis of preparation

The Group’s consolidated financial information is presented in sterling. The summary financial information is a simple translation of the Group’s consolidated financial statements into euros at the stated rates of exchange. The financial information provided below is prepared under IFRS as used in the preparation of the consolidated financial statements.

 

EXCHANGE RATES FOR TRANSLATION                                         Statement of financial   
       Income statement            position   
                2015        2014        2013             2015        2014    

Euro to sterling

       1.38           1.24           1.18               1.36           1.29    

Consolidated income statement

 

FOR THE YEAR ENDED 31 DECEMBER   

2015

€m

      

2014

m

    

2013

m

 

Revenue

     8,240           7,159         7,121   

Operating profit

     2,066           1,738         1,624   

Profit before tax

     1,811           1,523         1,412   

Net profit attributable to parent companies’ shareholders

     1,391           1,184         1,310   

Adjusted operating profit

     2,514           2,156         2,064   

Adjusted profit before tax

     2,303           1,974         1,855   

Adjusted net profit attributable to parent companies’ shareholders

     1,760           1,504         1,413   

Adjusted earnings per ordinary share

     €0.835           0.698         0.639   

Basic earnings per ordinary share

          

RELX PLC

     €0.640           0.533         0.578   

RELX NV

     €0.682           0.568         0.609   

Net dividend per ordinary share paid in the year

          

RELX PLC

     €0.364           0.309         0.279   

RELX NV

     €0.400           0.341         0.305   

Net dividend per ordinary share paid and proposed in relation to the financial year

          

RELX PLC

     €0.410           0.322         0.290   

RELX NV

     €0.403           0.383         0.329   

 

Consolidated statement of cash flows

 

  

  
FOR THE YEAR ENDED 31 DECEMBER   

2015

€m

      

2014

m

    

2013

m

 

Net cash from operating activities

     1,942           1,707         1,636   

Net cash used in investing activities

     (582        (700      (373

Net cash used in financing activities

     (1,552        (831      (1,891

(Decrease)/increase in cash and cash equivalents

     (192        176         (628

Movement in cash and cash equivalents

          

At start of year

     356           158         788   

(Decrease)/increase in cash and cash equivalents

     (192        176         (628

Exchange translation differences

     2           22         (2

At end of year

     166           356         158   

Adjusted cash flow

     2,363           2,061         2,010   

 

Consolidated statement of financial position

 

  

  
AS AT 31 DECEMBER             

2015

€m

    

2014

m

 

Non-current assets

          12,591         11,805   

Current assets

          2,600         2,497   

Assets held for sale

                21           

Total assets

                15,212         14,302   

Current liabilities

          5,680         5,077   

Non-current liabilities

          6,558         6,465   

Liabilities associated with assets held for sale

                12         3   

Total liabilities

                12,250         11,545   

Net assets

                2,962         2,757   


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Financial statements and other information     Combined financial statements   169

 

    

 

Summary financial information in US dollars

Basis of preparation

The Group’s consolidated financial information is presented in sterling. The summary financial information is a simple translation of the Group’s consolidated financial statements into US dollars at the stated rates of exchange. The financial information provided below is prepared under IFRS as used in the preparation of the consolidated financial statements. It does not represent a restatement under US GAAP which would be different in some significant respects.

 

EXCHANGE RATES FOR TRANSLATION                                         Statement of financial  
       Income statement            position  
                2015        2014        2013             2015        2014  

US dollars to sterling

       1.53           1.65           1.56               1.47           1.56   

Consolidated income statement

 

FOR THE YEAR ENDED 31 DECEMBER   

2015

US$m

      

2014

US$m

    

2013

US$m

 

Revenue

     9,136           9,525         9,415   

Operating profit

     2,290           2,313         2,147   

Profit before tax

     2,007           2,028         1,866   

Net profit attributable to parent companies’ shareholders

     1,542           1,576         1,732   

Adjusted operating profit

     2,788           2,869         2,728   

Adjusted profit before tax

     2,554           2,627         2,452   

Adjusted net profit attributable to parent companies’ shareholders

     1,951           2,001         1,867   

Adjusted earnings per American Depositary Share (ADS)

     $0.926           $0.929         $0.844   

Basic earnings per ADS

          

RELX PLC (Each ADS comprises one ordinary share)

     $0.710           $0.710         $0.764   

RELX NV (Each ADS comprises one ordinary share)

     $0.756           $0.756         $0.805   

Net dividend per ADS paid in the year

          

RELX PLC

     $0.404           $0.412         $0.369   

RELX NV

     $0.444           $0.454         $0.403   

Net dividend per ADS paid and proposed in relation to the financial year

          

RELX PLC

     $0.437           $0.429         $0.384   

RELX NV

     $0.439           $0.510         $0.435   

 

Consolidated statement of cash flows

 

  

  
FOR THE YEAR ENDED 31 DECEMBER   

2015

US$m

      

2014

US$m

    

2013

US$m

 

Net cash from operating activities

     2,153           2,272         2,162   

Net cash used in investing activities

     (646        (932      (493

Net cash used in financing activities

     (1,720        (1,106      (2,499

(Decrease)/increase in cash and cash equivalents

     (213        234         (830

Movement in cash and cash equivalents

          

At start of year

     431           219         1,038   

(Decrease)/increase in cash and cash equivalents

     (213        234         (830

Exchange translation differences

     (39        (22      11   

At end of year

     179           431         219   

Adjusted cash flow

     2,619           2,742         2,657   

 

Consolidated statement of financial position

 

  

  
AS AT 31 DECEMBER             

2015

US$m

    

2014

US$m

 

Non-current assets

          13,609         14,276   

Current assets

          2,811         3,020   

Assets held for sale

                22           

Total assets

                16,442         17,296   

Current liabilities

          6,139         6,140   

Non-current liabilities

          7,088         7,819   

Liabilities associated with assets held for sale

                13         3   

Total liabilities

                13,240         13,962   

Net assets

                3,202         3,334   

 

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Table of Contents

Financial statements and other information     Shareholder information

 

 

171

 

 

    

 

 

 

Shareholder

information

 

 

 

 

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  In this section   
 

172

   Shareholder information   
 

174

   Shareholder information and contacts   
 

175

   2016 financial calendar   
 

176

   Principal operating locations   
       
       
       
       


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172    RELX Group     Annual reports and financial statements 2015

 

    

 

Shareholder information

 

RELX Group corporate structure simplification and parent company name changes

In July 2015, RELX Group implemented its corporate structure simplification and name changes, as announced in February 2015 and approved at the Annual General Meetings of the parent companies in April 2015. As of 1 July 2015, Reed Elsevier PLC and Reed Elsevier NV formally changed their names to RELX PLC and RELX NV respectively.

Annual Reports and Financial Statements 2015

The RELX Group Annual Reports and consolidated Financial Statements for RELX PLC and RELX NV for the year ended 31 December 2015, and the Corporate Governance Statement of RELX NV are available on the Group’s website, and from the registered offices of the respective parent companies shown on page 174. Additional financial information, including the interim and full-year results announcements, trading updates and presentations is also available on the Group’s website, www.relx.com. LOGO

The consolidated financial statements set out in the Annual Reports and Financial Statements are expressed in sterling, with summary financial information expressed in euros and US dollars. The financial statements of RELX PLC and RELX NV are expressed in sterling and euros respectively.

Interim results

RELX PLC and RELX NV no longer publish interim results in hard copy. The interim results are available on the Group’s website, www.relx.com. LOGO

Share price information

RELX PLC’s ordinary shares are quoted on the London Stock Exchange.

RELX NV’s ordinary shares are quoted on the Euronext Amsterdam Stock Exchange.

The RELX PLC and RELX NV ordinary shares are quoted on the New York Stock Exchange in the form of American Depositary Shares (ADSs), evidenced by American Depositary Receipts (ADRs).

Following the implementation of the Group’s corporate structure simplification on 1 July 2015, the RELX PLC and RELX NV ADRs each represent one RELX PLC or one RELX NV ordinary share respectively. The table below sets out the current and former ADR and ordinary share ratios.

 

      ADR Ratios to ordinary shares  
                  PLC ADRs        NV ADRs  

To 30 June 2015

     1:4           1:2   

From 1 July 2015

     1:1           1:1   

The RELX PLC and RELX NV ordinary share prices and the ADR prices may be obtained from the Group’s website, other online sources and the financial pages of some newspapers.

 

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FOR FURTHER INFORMATION VISIT THE ‘INVESTOR

CENTRE’ SECTION OF THE GROUP’S WEBSITE

WWW.RELX.COM/INVESTORCENTRE

Information for RELX PLC ordinary shareholders

Shareholder services

The RELX PLC ordinary share register is administered by Equiniti Limited. Equiniti provides a free online portal for shareholders at www.shareview.co.uk. Shareview allows shareholders to monitor the value of their shareholdings, view their dividend payments and submit dividend mandate instructions. Shareholders can also submit their proxy voting instructions ahead of company meetings, as well as update their personal contact details. Shareview Dealing provides a share purchase and sale facility. Equiniti’s contact details are shown on page 174.

Electronic communications

While hard copy shareholder communications continue to be available to those shareholders requesting them, in accordance with the Companies Act 2006 and the Company’s articles of association, RELX PLC uses the Group’s website as the main method of communicating with shareholders. By registering their details online at Shareview, shareholders can be notified by email when shareholder communications are published on the Group’s website. Shareholders can also use the Shareview website to appoint a proxy to vote on their behalf at shareholder meetings.

Shareholders who hold their RELX PLC shares through CREST may appoint proxies for shareholder meetings through the CREST electronic proxy appointment service by using the procedures described in the CREST manual.

Dividend mandates

Shareholders are encouraged to have their dividends paid directly into a UK bank or building society account. This method of payment reduces the risk of delay or loss of dividend cheques in the post and ensures the account is credited on the dividend payment date. A dividend mandate form can be obtained online at www.shareview.co.uk, or by contacting Equiniti at the address shown on page 174.

Equiniti has established a service for overseas shareholders in over 90 countries, which enables shareholders to have their dividends automatically converted from sterling and paid directly into their nominated bank account. Further details of this service, and the fees applicable, are available at www.shareview.co.uk or by contacting Equiniti at the address shown on page 174.

Dividend Reinvestment Plan

Shareholders can choose to reinvest their RELX PLC dividends by purchasing further shares through the Dividend Reinvestment Plan (DRIP) provided by Equiniti. Further information concerning the DRIP facility, together with the terms and conditions and an application form can be obtained online at www.shareview.co.uk/ dividends or by contacting Equiniti at the address shown on page 174.

 


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Share dealing service

A telephone and internet dealing service is available through Equiniti, which provides a simple way for UK resident shareholders to buy or sell RELX PLC shares. For telephone dealing call 0345 603 7037 between 8.30am and 5.30pm (UK time), Monday to Friday, and for internet dealing log on to www.shareview.co.uk/dealing. You will need your shareholder account number shown on your dividend tax voucher.

Individual savings account

A single company ISA for RELX PLC shares is available through Equiniti. Details may be obtained from www.shareview.co.uk/ISA, by writing to Equiniti at the address shown on page 174, or by calling their ISA helpline on 0371 384 2244 between 8.30am and 5.30pm (UK time), Monday to Friday.

ShareGift

The Orr Mackintosh Foundation operates a charity share donation scheme for shareholders with small parcels of shares whose value makes it uneconomic to sell them. Details of the scheme can be obtained from the ShareGift website at www.sharegift.org, or by telephoning ShareGift on 020 7930 3737.

Sub-division of ordinary shares and share consolidation

On 28 July 1986, each RELX PLC ordinary share of £1 nominal value was sub-divided into four ordinary shares of 25p each. On 2 May 1997, each 25p ordinary share was sub-divided into two ordinary shares of 12.5p each. On 7 January 2008, the ordinary shares of 12.5p each were consolidated on the basis of 58 new ordinary shares of 14 51 / 116 p nominal value for every 67 ordinary shares of 12.5p each held.

Capital gains tax

The mid-market price of RELX PLC’s £1 ordinary shares on 31 March 1982 was 282p. Adjusting for the sub-divisions and share consolidation referred to above results in an equivalent mid-market price of 40.72p for each existing ordinary share of 14 51 / 116 p nominal value.

Warning to shareholders – unsolicited investment advice

 

¡   From time to time shareholders may receive unsolicited calls from fraudsters.

 

¡   Fraudsters use persuasive and high-pressure tactics to lure investors into scams, sometimes known as boiler room scams.

 

¡   They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment.

 

¡   While high profits are promised, if you buy or sell shares in this way you will probably lose your money.

 

¡   5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of £20,000.

 

How to avoid share fraud and boiler room scams

The Financial Conduct Authority (FCA) has issued some guidance on how to recognise and avoid investment fraud:

 

¡   Legitimate firms authorised by the FCA are unlikely to contact you unexpectedly with an offer to buy or sell shares.

 

¡   If you receive an unsolicited phone call, do not get into a conversation, note the name of the person and firm contacting you and then end the call.

 

¡   Check the Financial Services Register available at www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA. If you wish to call the person or firm back, only use the contact details listed on the Register.

 

¡   Call the FCA on 0800 111 6768 if the firm does not have any contact details on the Register, or if you are told that they are out of date.

 

¡   Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.

 

¡   If you do buy or sell shares through an unauthorised firm, you will not have access to the Financial Ombudsman Service or the Financial Services Compensation Scheme.

 

¡   Consider obtaining independent financial and professional advice before you hand over any money. If it sounds too good to be true it probably is.

How to report a scam

If you are approached by fraudsters, please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040.

 

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174    RELX Group     Annual reports and financial statements 2015

 

    

 

Shareholder information and contacts

 

Information for RELX NV ordinary shareholders

Shareholder services

Enquiries from holders of RELX NV registered ordinary shares in relation to share transfers, dividends, change of address and bank accounts should be directed to the Company Secretary of RELX NV, at the registered office address shown below.

Dividends

Dividends on RELX NV ordinary shares are declared and paid in euros. Registered shareholders in RELX NV will receive dividends from the company by transmission to the bank account which they have notified to the Company. Dividends on shares in bearer form are paid through the intermediary of a bank or broker.

Dividend Reinvestment Plan

By instructing their bank or intermediary, shareholders can choose to reinvest their RELX NV dividends by purchasing further shares through the Dividend Reinvestment Plan (DRIP) provided by ABN AMRO Bank NV. Further information concerning the DRIP facility can be obtained online at www.securitiesinfo.com.

Consolidation of ordinary shares

On 7 January 2008, the RELX NV ordinary shares of 0.06 each were consolidated on the basis of 58 new ordinary shares of 0.07 each for every 67 ordinary shares of 0.06 each held.

RELX PLC

Head Office and Registered Office

1-3 Strand

London WC2N 5JR

United Kingdom

Tel: +44 (0)20 7166 5500

Fax: +44 (0)20 7166 5799

Auditors

Deloitte LLP

2 New Street Square

London EC4A 3BZ

United Kingdom

Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing BN99 6DA

West Sussex

United Kingdom

LOGO  WWW.SHAREVIEW.CO.UK

Tel: 0371 384 2960 (UK callers)

Tel: +44 121 415 7047 (callers outside the UK)

Information for RELX PLC and RELX NV ADR holders

The RELX PLC and RELX NV ADR Depositary is Citibank NA.

 

      PLC ADRs      NV ADRs  

Ratio to ordinary shares

     1:1         1:1   

Trading symbol

     RELX         RENX   

CUSIP code

           759530108               75955B102   

ADR shareholder services

Enquiries concerning RELX PLC and RELX NV ADRs should be addressed to the ADR Depositary at the address shown below.

Dividends

Dividend payments on RELX PLC and RELX NV ADRs are converted into US dollars by the ADR Depositary.

Annual Report on Form 20-F

The RELX Group Annual Report on Form 20-F is filed electronically with the United States Securities and Exchange Commission. A copy of the Form 20-F is available on the Group’s website, or from the ADR Depositary at the address shown below.

 

RELX NV

Head Office and Registered Office

Radarweg 29

1043 NX Amsterdam

The Netherlands

Tel: +31 (0)20 485 2222

Fax: +31 (0)20 485 2032

Auditors

Deloitte Accountants BV

Gustav Mahlerlaan 2970

1081 LA Amsterdam

The Netherlands

Listing/paying agent

ABN AMRO Bank NV

Gustav Mahlerlaan 10

1082 PP Amsterdam

The Netherlands

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RELX PLC and RELX NV ADR Depositary

Citibank Depositary Receipt Services

PO Box 43077

Providence, RI 02940-3077

USA

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Email: citibank@shareholders-online.com

Tel: +1 877 248 4327

+1 781 575 4555 (callers outside the US)

 


Table of Contents
Financial statements and other information     Shareholder information   175

 

    

 

2016 financial calendar

 

 

  25 February

  

 

Results announcement for the year ended 31 December 2015

  20 April    Trading update issued in relation to the 2016 financial year
  20 April       RELX NV Annual General Meeting – Sheraton Amsterdam Airport Hotel & Conference Center, Schiphol Boulevard 101, 1118 BG Amsterdam
  21 April    RELX PLC Annual General Meeting – Millennium Hotel, Grosvenor Square, London W1K 2HP
  27 April    Ex-dividend date – 2015 final dividend, RELX PLC and RELX NV ADRs
  28 April    Ex-dividend date – 2015 final dividend, RELX PLC and RELX NV ordinary shares
  29 April    Record date – 2015 final dividend, RELX PLC and RELX NV ordinary shares and ADRs
  20 May    Payment date – 2015 final dividend, RELX PLC and RELX NV ordinary shares
  25 May    Payment date – 2015 final dividend, RELX PLC and RELX NV ADRs
  28 July    Interim results announcement for the six months to 30 June 2016
  3 August    Ex-dividend date – 2016 interim dividend, RELX PLC and RELX NV ADRs
  4 August    Ex-dividend date – 2016 interim dividend, RELX PLC and RELX NV ordinary shares
  5 August    Record date – 2016 interim dividend, RELX PLC and RELX NV ordinary shares and ADRs
  26 August    Payment date – 2016 interim dividend, RELX PLC and RELX NV ordinary shares

  31 August

 

  

Payment date – 2016 interim dividend, RELX PLC and RELX NV ADRs

 

 

Dividend History

The following tables set out dividends paid (or proposed) in relation to the three financial years 2013–2015.

 

ORDINARY SHARES    pence per PLC ordinary share      € per NV ordinary share      Payment date  

Final dividend for 2015*

     22.30         0.288         20 May 2016   

Interim dividend for 2015

     7.40         0.115         28 August 2015   

Final dividend for 2014

     19.00         0.285         22 May 2015   

Interim dividend for 2014

     7.00         0.098         28 August 2014   

Final dividend for 2013

     17.95         0.243         23 May 2014   

Interim dividend for 2013

     6.65         0.086         29 August 2013   

 

* Proposed dividend, to be submitted for approval at the respective Annual General Meetings of RELX PLC and RELX NV in April 2016.

 

  

ADRs    $ per PLC ADR      $ per NV ADR      Payment date  

Final dividend for 2015

     **         **         25 May 2016   

Interim dividend for 2015

     0.11356         0.12836         2 September 2015   

Final dividend for 2014

     0.29382         0.31338         28 May 2015   

Interim dividend for 2014

     0.11600         0.12923         4 September 2014   

Final dividend for 2013

     0.30230         0.33125         30 May 2014   

Interim dividend for 2013

     0.10300         0.11362         5 September 2013               

 

** Payment will be determined using the appropriate £/US$ and /US$ exchange rate on 20 May 2016.

  

Notes:

The dividend rates shown for RELX NV ordinary shares and ADRs are gross dividend rates before the deduction of Dutch withholding tax. RELX NV undertook a bonus share issue of 0.538 RELX NV shares for every existing RELX NV ordinary share held and changed its ADR ratio to 1:1 (previously 1:2) effective from 1 July 2015. The dividend rates for ordinary shares have been adjusted to take account of the bonus issue and the dividend rates for ADRs have been adjusted to take account of the bonus issue and the ADR ratio change.

The dividend rates for PLC ADRs have been adjusted to take account of the ADR ratio change to 1:1 (previously 1:4).

 

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Table of Contents
176    RELX Group     Annual reports and financial statements 2015

 

    

 

Principal operating locations

 

RELX Group

1-3 Strand

London WC2N 5JR

United Kingdom

Tel: +44 (0)20 7166 5500

Fax: +44 (0)20 7166 5799

Radarweg 29

1043 NX Amsterdam

The Netherlands

Tel: +31 (0)20 485 2222

Fax: +31 (0)20 485 2032

230 Park Avenue

New York, NY 10169

USA

Tel: +1 212 309 8100

Fax: +1 212 309 8187

 

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FOR FURTHER INFORMATION OR CONTACT DETAILS,

PLEASE CONSULT OUR WEBSITE: WWW.RELX.COM

Elsevier

Radarweg 29

1043 NX Amsterdam

The Netherlands

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The Boulevard

Langford Lane

Kidlington

Oxford OX5 1GB

United Kingdom

125 London Wall

London EC2Y 5AJ

United Kingdom

1600 John F. Kennedy Blvd

Suite 1800

Philadelphia, PA 19103

USA

3251 Riverport Lane

Maryland Heights, MO 63043

USA

LexisNexis Risk Solutions

1000 Alderman Drive

Alpharetta, GA 30005

USA

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LexisNexis Legal & Professional

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New York, NY 10169

USA

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9443 Springboro Pike

Miamisburg, OH 45342

USA

Lexis House

30 Farringdon Street

London EC4A 4HH

United Kingdom

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2F Building H UP-Ayalaland TechnoHub

Commonwealth Avenue

Diliman, Q. C.

Philippines

Reed Exhibitions

Gateway House

28 The Quadrant

Richmond

Surrey TW9 1DN

United Kingdom

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Credits

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The 2015 Annual Reports and Financial Statements is printed using paper containing a minimum of 75% recycled content, of which 100% is de-inked post-consumer waste. All of the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using their environmental printing technology; vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both manufacturing mill and printer are ISO14001 registered and are Forest Stewardship Council® (FSC) chain-of-custody certified.

 

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Table of Contents

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RELX Group and the RE symbol are trade marks of RELX Intellectual Properties SA, used under license.

 

 

EXHIBIT 15.3

Remuneration Policy Report

Set out in this section is the company’s remuneration policy for Directors, which, subject to shareholder approval, will apply from the conclusion of the Reed Elsevier PLC Annual General Meeting to be held on April 24, 2014.

Remuneration policy table — Executive Directors

All footnotes to the policy table can be found on page 6.

ANNUAL BASE SALARY

Purpose and link to strategy

To recruit and retain the best executive talent globally to execute our strategic objectives at appropriate cost.

Operation

Salaries for Executive Directors are set and reviewed annually by the Reed Elsevier Group plc Remuneration Committee (the Committee) with changes typically taking effect on January 1. In exceptional circumstances, the Committee may review more frequently. The following factors are considered:

 

    The executive’s role and sustained value to the company in terms of skill, experience and overall contribution.

 

    Competitiveness with companies which are comparable in respect of industry, size, international scope and complexity. Examples of global peers include Thomson Reuters, WPP, Pearson, John Wiley, Wolters Kluwer, Experian, McGraw-Hill and Equifax.

 

    The company’s guidelines for salaries for all employees for the year.

For the last two years, Executive Directors’ salary increases have been 2.5% per annum.

Maximum value

Salary increases to Executive Directors are within the range of increases for the wider employee population. However, the Committee has discretion to exceed this to take account of individual circumstances such as change in responsibility, increases in scale or complexity of the business, inflation or alignment to market level.

Performance framework

n/a

Recovery of sums paid

No provision.

RETIREMENT BENEFITS

Purpose and link to strategy

Retirement plans are part of remuneration packages designed to recruit and retain the best executive talent at appropriate cost.

Operation

Our policy is to offer competitive long-term sustainable defined contribution plans. Any amount above applicable limits, for example Her Majesty’s Revenue and Customs’ (HMRC’s) annual allowance in the UK, will be paid in cash and will be subject to tax and social security deductions. In certain circumstances, executives can take cash instead of pension contributions.

The UK defined benefit scheme is closed to new hires. Continued membership of legacy defined benefit schemes requires annual increases to contributions or participation fees from all members, who have a choice to switch to the defined contribution plan at any time.

The CEO is a member of a UK legacy defined benefit pension arrangement, accruing 1/30th of final year pensionable earnings (base salary) for each year (pro-rated for part years) of service, with a normal retirement age of 60. The CEO contributes 7% of salary up to the scheme earnings cap. In line with all UK defined benefit scheme members, the CEO’s contributions will increase to 8% from April 2014 and then by a further 1% each year to a rate of 11% in April 2017. In addition, the CEO currently pays a participation fee equal to 1% of the amount of his base salary in excess of the scheme earnings cap. On April 1, 2014, and each April thereafter, this fee will increase by 2% of the amount of his base salary in excess of the scheme earnings cap.

 

1


Maximum value

Defined benefit scheme — accrual of 1/30th of salary for every year of service up to a maximum of 2/3rds of salary.

Defined contribution plan — maximum company contribution of 30% of salary per annum or equivalent cash in lieu.

Performance framework

n/a

Recovery of sums paid

No provision.

OTHER BENEFITS

Purpose and link to strategy

To provide competitive benefits at appropriate cost.

Operation

Other benefits, subject to periodic review, may include private medical and dental cover, life assurance, tax return preparation costs, car benefits, directors’ and officers’ liability insurance, relocation benefits and expatriate allowances and other benefits available to employees generally, including, where appropriate, the tax on such benefits.

Maximum value

Over the past three years, ongoing benefits for Executive Directors (excluding relocation benefits) have amounted to between 3% and 5% of salary, in line with our policy that the maximum payable should not exceed 5% of salary. However, the Committee may provide reasonable benefits beyond this amount in unexpected situations, such as a change in the individual’s circumstances caused by the company, or if there is a significant increase in the cost of the benefit.

Performance framework

n/a

Recovery of sums paid

No provision.

AIP (ANNUAL INCENTIVE PLAN)

Purpose and link to strategy

Provides focus on the delivery of annual financial targets and the achievement of annual objectives and milestones which are chosen to align with the company’s strategy and create a platform for sustainable future performance.

Why performance measures are chosen and how targets are set

Performance measures include a balanced set of financial targets and Key Performance Objectives (KPOs), which are appropriately weighted and which support current strategy and incentivise the Executive Directors to achieve the desired outcomes without undue risk of focusing on any one financial measure.

The targets are designed to be challenging. They are set with reference to the previous year’s performance and internal and external forecasts for the following year.

Operation

The Committee reviews and sets the financial targets and KPOs annually, taking into account internal forecasts and strategic plans.

It approves four to six KPOs for each Executive Director, reflecting critical business priorities for which each is accountable. At least one KPO will relate to the achievement of sustainability targets.

 

2


Following year end, the Committee compares actual performance with the financial targets and assesses the achievement of individual KPOs.

Maximum value

The maximum potential annual incentive for Executive Directors is 150% of annual base salary.

Performance framework

The measures include financial targets, which have a weighting of at least 70%, and individual KPOs, with each element assessed separately.

 

    The minimum payout is zero.

 

    If the financial measure with the lowest payout at threshold pays out at threshold and the others do not pay out at all, the overall payout for financial measures is 5% of salary. If threshold is reached for each of the financial measures, the overall payout for the financial measures is 26% of salary. There is no threshold level for KPOs.

 

    Payout for target performance (financial measures and KPOs) is 100% of salary.

Following an assessment of achievement and scoring of KPOs, the Committee agrees the overall payout level for each Executive Director.

Committee discretion applies. 1,2

Recovery of sums paid

Claw-back applies. 3

CURRENT MULTI-YEAR INCENTIVE PLANS

Purpose and link to strategy

The multi-year incentive plans are the main component of Executive Directors’ pay. They are designed to provide long-term incentives for Executive Directors to achieve the key performance measures that support the company’s strategy, and to align their interests with shareholders. The BIP encourages annual personal investment in Reed Elsevier shares.

Why performance measures are chosen and how targets are set

Our strategic focus is on transforming the core business through organic investment and the build out of new products into adjacent markets and geographies, supplemented by selective portfolio acquisitions and divestments. The performance measures in the multi-year incentives are chosen to support this strategy by focusing on return on capital, returns to shareholders and sustained earnings growth.

Targets are set with regard to previous results and internal and external forecasts for the performance period. They are designed to provide exceptional reward for exceptional performance, whilst allowing a reasonable expectation that reward at the lower end of the scale is attainable, subject to robust performance.

 

3


BIP

(BONUS INVESTMENT PLAN)

  

LTIP

(LONG-TERM INCENTIVE PLAN)

  

ESOS

(EXECUTIVE SHARE OPTION SCHEME)

Operation      

Annually, Executive Directors may use up to an amount equal to their AIP target for investment in Reed Elsevier shares. In return, they receive a matching award which vests subject to:

 

•    performance measured over three financial years;

•    continued employment; and

•    retention of the underlying investment shares.

 

Dividend equivalents accrued during the performance period are payable in respect of the matching shares that vest.

 

Vesting may be accelerated on a change of control. 4

  

Annual awards of performance shares, with vesting subject to:

 

•    performance measured over three financial years;

•    continued employment; and

•    meeting shareholding requirements.

 

Executive Directors are required to retain their net vested shares for a period of at least six months after release.

 

Dividend equivalents accrued during the performance period are payable in respect of the performance shares that vest.

 

Vesting may be accelerated on a change of control. 4

  

Annual awards of market value options that vest, subject to performance measured over three financial years, and remain exercisable, subject to continued employment, until the tenth anniversary of grant.

 

Vesting may be accelerated on a change of control. 4

Maximum value      
Up to 100% of the amount invested.    The maximum grant in any year is up to 250% of base salary for the CEO and up to 200% of base salary for other Executive Directors.    The maximum grant in any year is up to 250% of base salary for the CEO and up to 200% of base salary for other Executive Directors.
Performance framework      

The performance measures are earnings per share (EPS) and return on invested capital (ROIC), weighted equally and assessed independently, such that a payout can be received under either one of the measures.

 

•    The minimum payout is zero.

•    If one measure pays out at threshold and the other does not pay out at all, the overall payout is 25%. If both measures pay out at threshold, the overall payout is 50%.

•    Payout in line with expectations is 67%.

  

The performance measures are relative Total Shareholder Return (TSR), EPS and ROIC, weighted equally and assessed independently, such that a payout can be received under any one of the measures (or, for TSR, in respect of one of the three comparator groups).

  

The vesting of options is subject to EPS measured over three years.

 

•    The minimum payout is zero.

•    Payout at threshold performance is 33%.

•    Payout in line with expectations is 80%.

 

Committee discretion applies. 1, 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4


BIP

(BONUS INVESTMENT PLAN)

  

LTIP

(LONG-TERM INCENTIVE PLAN)

  

ESOS

(EXECUTIVE SHARE OPTION SCHEME)

Dividend equivalents are not taken into account in the above payout levels.

 

Committee discretion applies. 1, 2

  

•    The minimum payout is zero.

•    If the measure with the lowest payout at threshold pays out at threshold and the others do not pay out at all, the overall payout is 3%. If each of the measures pays out at threshold, the overall payout is 32%.

•    Payout in line with expectations is 50%.

 

Dividend equivalents are not taken into account in the above payout levels.

 

Committee discretion applies. 1, 2

  
Recovery of sums paid      
Claw-back applies. 3    Claw-back applies. 3    Claw-back applies. 3

DISCONTINUED/ONE-OFF MULTI-YEAR INCENTIVE PLAN

REGP (REED ELSEVIER GROWTH PLAN)

Purpose and link to strategy

The REGP was introduced in 2010 during a challenging and volatile business environment following the appointment of the current CEO. It was designed as a one-off, five-year plan for the Executive Directors instead of LTIP grants in 2010, 2011 and 2012.

Operation

The only current participant is the CEO and no further awards will be granted under this plan.

The CEO must retain a personal shareholding in the REGP of 300% of salary (in addition to shares held under the BIP) until vesting in H1 2015.

Initial performance share awards vested, based on performance measured over 2010-2012, at 66.8%. 50% of the vested shares were released (along with a cash dividend equivalent) and 50% were deferred and will only be released in H1 2015. The full 66.8% has been included in the 2012 Single Total Figure on page 57. Matching awards, equal to the number of personal shares and deferred performance shares, were granted in 2013 and vest, subject to performance, in H1 2015.

Dividend equivalents will be payable in respect of the matching awards and deferred performance shares which vest in H1 2015.

Vesting will be accelerated on a change of control. 4

 

5


Maximum value

The maximum vesting over the five-year period (2010-14) of the plan (including what has already vested after year three) is 150% of the shares comprised in the original performance share award (of 600% of 2010 base salary).

Performance framework

Matching awards – TSR, EPS and ROIC, weighted equally and assessed independently, such that a payout can be received under any one of the measures (or, for TSR, in respect of one of the three comparator groups). TSR is measured over the five-year period 2010-2014, EPS is measured over the two-year period 2013-2014 and ROIC is measured at the end of 2014.

 

    The minimum payout is zero.

 

    If the measure with the lowest payout at threshold pays out at threshold and the others do not pay out at all, the overall payout is 3%. If each of the measures pays out at threshold, the overall payout is 50%.

 

    Payout in line with expectations is 50%.

Committee discretion applies. 1,2

Recovery of sums paid/withholding

Claw-back applies. 3

 

1. Discretion in respect of annual and multi-year incentive plan payout levels: In determining the level of payout under the AIP and vesting under the multi-year incentives, the Committee takes into account Reed Elsevier’s overall business performance and value created for shareholders over the period in review and other relevant factors. It has discretion to adjust the vesting and payout levels if it believes this would result in a fairer outcome. This discretion will only be used in exceptional circumstances and the Committee will explain in the next remuneration report the extent to which it has been exercised and the reasons for doing so.
2. Discretion to vary performance measures applying to existing annual and multi-year incentives: The Committee may vary the financial measures applying to a current annual incentive year and performance measures for multi-year incentives if a change in circumstances leads it to believe that the arrangement is no longer a fair measure of performance. Any new measures will not be materially less, or more, challenging than the original ones.
3. Application of claw-back to annual and multi-year incentives: The Committee has discretion to apply claw-back if the payout was calculated on the basis of materially misstated financial or other data, in which case it can seek to recover the difference in value between the incorrect award and the amount that would have been paid had the correct data been used. In respect of multi-year incentives, the Committee also has discretion to apply claw-back if a participant breaches post-termination restrictive covenants, in which case it may require repayment of gains arising during a specified period.
4. Multi-year incentives – change of control: Under the BIP 2010, LTIP 2013 and ESOS 2013, the default position is that awards vest on a change of control on a pro-rated basis, subject to an assessment of performance against targets at that time. Alternatively, the Committee may determine that awards will not vest and will instead be exchanged for equivalent awards in the acquiring company. Under the REGP, awards vest within 30 days of the change of control on a pro-rated basis subject to performance.
5. Explanation of differences between the company’s policy on Directors’ remuneration and the policy for other employees: A larger percentage of Executive Directors’ remuneration is performance related than that of other employees. All managers participate in an annual incentive plan, but participation levels, measures and targets vary according to their role and local business priorities. Approximately 100 senior executives participate in BIP and LTIP and about 1,000 in ESOS. Grant levels under all plans vary according to role. All participants in BIP and LTIP (including the Executive Directors) are subject to the same performance measures. Under ESOS, performance measures apply only to the Executive Directors and all other participants can choose restricted shares instead of options on the basis of a pre-determined exchange ratio. The range and level of benefits provided vary according to role and local market practice.

Remuneration outcomes in different performance scenarios

The Committee considers the level of remuneration that may be paid in the context of the performance delivered and value added for shareholders. The chart is an illustration of how the CEO’s regular annual remuneration could vary under different performance scenarios. The salary, benefits and pension levels are the same in all three scenarios and are based on 2014 salary, the 2013 benefits figure from the Single Total Figure table and the 2013 pension disclosure (consistent with prior disclosure). Annual and multi-year incentives (BIP, LTIP and ESOS) are based on the policy table and 2014 salary. Given the one-off nature of the REGP (see page 51 for further details), potential final payouts in H1 2015 are not reflected in this chart. The performance assumptions which have been used are as follows: Minimum means no AIP payout and no multi-year incentives vesting. In line with expectations means AIP payout at 100% of salary, BIP vesting at 67% of the award, LTIP vesting at 50% of the award and ESOS vesting at 80% of the award. Maximum means AIP payout at 150% of salary and multi-year incentives vesting at 100% of the awards.

No share price movement is assumed and dividend equivalents payable in respect of the BIP and LTIP are not included. For options vesting in line with expectations, a valuation factor of 20% of the face value of the award at grant has been applied. This is our internal valuation assumption for options, based on the exchange ratio applied to participants in ESOS below Board level who can choose options or shares at a ratio of 5:1. For options vesting at maximum, a higher valuation factor (to reflect the higher performance achievement) of 33% of the face value of the award at grant has been applied. This is in line with the report on pay and performance published in March 2013 by the Financial Reporting Council, an independent UK regulator.

 

6


We have not included a chart for the CFO role as Duncan Palmer is leaving the company in 2014. His salary, regular ongoing benefits (excluding relocation expenses) and pension will continue in line with 2013 levels (see Single Total Figure table on page 57) until his leaving date. As he is not eligible for a pro-rated AIP in respect of time employed in 2014, and his BIP, LTIP and ESOS awards have lapsed, his remuneration for 2014 is not variable according to performance. Duncan Palmer’s successor will join the company at a date which is still to be determined.

 

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Approach to recruitment remuneration — Executive Directors

When agreeing the components of a remuneration package on the appointment of a new Executive Director, or an internal promotion to the Board, the Committee would seek to align the package with the remuneration policy stated in the policy table. However, on an internal promotion to the Board, any existing contractual obligations and commitments may continue to be honoured, even if not consistent with the prevailing policy. For example, if the individual is a member of the legacy defined benefit pension plan, the Committee will consider the pension arrangements in the context of the package as a whole and may allow continued participation.

The Committee’s general principle on recruitment is to offer a competitive remuneration package to attract high-calibre candidates from a global talent pool. The various components and the company’s approach are as follows:

Standard package on recruitment*

To offer remuneration in line with the policy table (including the limits), taking into account the principles set out above.

Compensation for forfeited entitlements

The Committee may make awards and payments on hiring an external candidate to compensate him or her for entitlements forfeited on leaving the previous employer. If such a decision is made, the Committee will attempt to reflect previous entitlements as closely as possible using a variety of tools, including cash, share awards and options. Claw-back provisions will apply where appropriate. If necessary to facilitate the grant of awards, the Committee may rely on the one person exemption in the UK Listing Rules.

Relocation allowances and expenses

The type and size of relocation allowances and expenses will be determined by the specific circumstances of the new recruit.

 

* The standard package comprises annual base salary, AIP, other benefits, annual awards under BIP, LTIP and ESOS and retirement benefits.

Shareholding requirement

The Executive Directors are subject to shareholding requirements. These are a minimum of 300% of annual base salary for the CEO and 200% of annual base salary for the CFO. On joining or promotion to the Board, Executive Directors are given a period of time to build up to their requirement.

 

7


Policy on payments for loss of office 1

In line with the company’s policy, the service contracts of the existing Executive Directors contain 12-month notice periods.

The circumstances in which an Executive Director’s employment is terminated will affect the Committee’s determination of any payment for loss of office, but it expects to apply the principles outlined on pages 54 and 55. The Committee reserves the right to depart from these principles where appropriate in light of any taxation requirements to which the company or the Executive Director is subject (including, without limitation, section 409A of the US Internal Revenue Code), or other legal obligations.

Restricted shares were granted to Duncan Palmer on his recruitment in 2012 as compensation for forfeited entitlements from his former employer. This award has been pro-rated for service to the date of notice of resignation, with the result that 74,042 PLC ordinary shares and 51,378 NV ordinary shares will vest on leaving. As the pro-rated shares will only be released upon his yet to be determined leaving date, rather than the original vesting dates, a cash adjustment may be paid to him if required to ensure that the value of the pro-rated award received on leaving is equivalent to that which would have been received under the original arrangements. Dividend equivalents on the shares will be paid on vesting.

Mutually agreed termination/termination by the company other than for cause

General

The Executive Director would be entitled to salary, benefits and other contractual payments in the normal way up to the termination date (including any unpaid annual incentive for any prior year) and would be paid for any accrued but untaken holiday.

Salary :    Payment of up to 12 months’ salary.

Annual incentive :    Any unpaid annual incentive for the previous year and a pro-rata payment in respect of the part of the financial year up to the termination date would generally be payable, with the amount being determined by reference to the original performance criteria. However, the Committee has discretion to decide otherwise depending on the reason for termination and other specific circumstances. The company would not pay any annual incentive in respect of any part of the financial year following the termination date (e.g. for any part of unserved notice). The annual incentive claw-back provisions would apply.

Other benefits :    Where possible, benefits would be continued for up to the duration of the unserved notice period (not exceeding the maximum stated in the policy table) or, the Executive Director would receive a cash payment (not exceeding the cost to the company of providing those benefits).

Pension :    Deferred or immediate pension in accordance with scheme rules, with a credit in respect of, or payment for up to, the full period of any unworked period of notice. There is provision under the defined benefit pension arrangements for members leaving company service by reason of permanent incapacity to make an application to the scheme trustee for early payment of their pension.

Other :    The company may pay compensation in respect of any statutory employment rights and may make other appropriate and customary payments.

The company would have due regard to principles of mitigation of loss. Reductions would be applied to reflect any portion of the notice period that is worked and/or spent on gardening leave.

On injury, disability, ill health or death, the Committee reserves the right to vary the treatment outlined in this section.

Multi-year incentives 2

BIP 2010, LTIP 2013 and ESOS 2013:  The default position is that unvested awards will be pro-rated to reflect time employed and will vest subject to performance measured at the end of the relevant performance period. Options are typically exercisable for a period of two years following vesting. In respect of the BIP, a pro-rata number of investment shares will remain in the plan, with the balance being released on cessation of employment.

The Committee has discretion to allow unvested awards to vest earlier and to adjust the application of time pro-rating, performance conditions and exercise periods subject to the rules of the respective plans.

REGP:  The default position is that unvested matching shares will be pro-rated to reflect time employed and will vest subject to performance measured at the end of the 2013-14 performance period. A pro-rata number of personal shares and deferred performance shares will remain in the plan, with the balance being released on cessation of employment. The Committee has discretion to allow the matching shares to vest earlier.

 

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ESOS 2003:     The default position is that options will typically become exercisable for a six-month period (two years on retirement) from the termination date, subject to time pro-rating and performance conditions. The Committee may adjust the application of time pro-rating, performance conditions and exercise periods, subject to the rules of the plan.

 

1   In addition to what is set out in this “Policy on payments for loss of office” section, on termination for any reason, Erik Engstrom will be entitled to payment of amounts held in his “Retirement Account”. Before he joined the company’s UK defined benefit arrangement, he was not a member of any company pension scheme and Reed Elsevier made annual contributions of 19.5% of base salary to a deferred compensation plan. Contributions to this Retirement Account ceased when he became a member of the UK defined benefit arrangement.
2   In cases where the approved leaver treatment applies, the multi-year incentive plans have a default position as well as giving the Committee discretion to adjust the default treatment within certain parameters. The Committee would expect to exercise such discretion where the Committee believes the personal circumstances of the Executive Director so require.

Employee instigated resignation

General

The Executive Director would not receive any payments for loss of office. The Executive Director would be entitled to salary, benefits and other contractual payments in the normal way up to the termination date and would be paid for any accrued but untaken holiday. The Executive Director will be entitled to receive an annual incentive for a completed previous year, but not a pro-rated annual incentive in respect of a part year up to the termination date, unless the Committee decides otherwise in the specific circumstances. Annual incentive claw-back provisions would apply. A deferred or immediate pension would be payable in accordance with the scheme rules.

Multi-year incentives

All outstanding awards lapse on date of notice. Any related personal or investment shares (e.g. under the REGP and the BIP) will be released.

Dismissal for cause

General

The Executive Director would not receive any payments for loss of office. A deferred or immediate pension would be payable in accordance with the scheme rules.

Multi-year incentives

All outstanding awards lapse on date of dismissal. Any related personal or investment shares (e.g. under the REGP and the BIP) will be released.

Non-Executive Directors

Remuneration policy table — Non-Executive Directors

FEES

Purpose and link to strategy

To enable Reed Elsevier to recruit Non-Executive Directors with the right balance of personal skills and experience to make a major contribution to the Boards and Committees of a dual-listed global business.

Operation

Reed Elsevier Chairman:     Receives an aggregate annual fee with no additional fees, e.g. Committee Chairman fees. In respect of Reed Elsevier PLC and Reed Elsevier Group plc, the Committee determines, on the advice of the Senior Independent Director, the Chairman’s fee. In respect of Reed Elsevier NV, the Committee makes a recommendation, on the advice of the Senior Independent Director, to the Board of Reed Elsevier NV, which determines the Chairman’s fee.

Other Non-Executive Directors:     Receive an aggregate annual fee in respect of their memberships of the Boards of Reed Elsevier plc, Reed Elsevier NV and Reed Elsevier Group plc.* Additional fees are payable to the Senior Independent Director and Committee Chairmen. Since January 1, 2014, fees are also payable for membership of Board Committees. In future, attendance fees may be paid. The Boards determine the level of fees, subject to applicable law.

 

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Fees may be reviewed annually, although in practice they have changed on a less frequent basis. When reviewing fees, consideration is given to the time commitment required, the complexity of the role and the calibre of the individual. Comparative market data is also reviewed, the primary source for which is the practice of FTSE 30 companies, with reference also to the NYSE Euronext Amsterdam (AEX) Index and US-listed companies.

Maximum value

The fees paid to the Chairman and the Non-Executive Directors are in respect of their memberships of the Boards of Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc. The shareholders of Reed Elsevier PLC and Reed Elsevier Group plc have approved a maximum annual fee limit of £500,000 and £700,000 respectively (excluding additional fees for membership of or chairing Board Committees and assuming additional responsibilities such as acting as Senior Independent Director, all of which are not subject to a maximum limit). The shareholders of Reed Elsevier NV have approved a maximum annual fee limit of €600,000 for the fees borne by Reed Elsevier NV. The aggregate annual fee limit is therefore approximately £1.7m.

 

* The fees paid to a Non-Executive Director who serves only on the Board of Reed Elsevier NV reflect the time commitment to that company and to other companies within the Reed Elsevier combined businesses.

OTHER BENEFITS

Purpose and link to strategy

To provide customary benefits at an appropriate cost.

Operation

Other benefits for Non-Executive Directors are reviewed periodically and may include private medical cover, tax return preparation costs, secretarial benefits and car benefits, including, where appropriate, the tax on such benefits.

Maximum value

There is no prescribed maximum amount.

Approach to recruitment remuneration — Non-Executive Directors

Following recruitment, a new Non-Executive Director will be entitled to fees and other benefits in accordance with the company’s remuneration policy. No additional remuneration is paid on recruitment. However, any reasonable expenses incurred during the recruitment process will be reimbursed.

Policy on payments for loss of office — Non-Executive Directors

In addition to unpaid accrued fees, the Non-Executive Directors are entitled to receive one month’s fees for loss of office if their appointment is terminated before the end of its term.

Service contracts and letters of appointment

There are no further obligations in the Directors’ service contracts and letters of appointment which are not otherwise disclosed in this annual report which could give rise to a remuneration payment or loss of office payment. All Directors’ service contracts and letters of appointment are available for inspection at the company’s registered office. The Executive Directors’ service contracts do not have a fixed expiry date.

Consideration of employment conditions elsewhere in the company

When the Committee reviews the Executive Directors’ salaries annually, it takes into account the company’s guidelines for salaries for all employees for the forthcoming year. We do not currently use any other remuneration comparison metrics when determining the quantum and structure of Directors’ pay. We do not think it is appropriate to consult with employees in connection with our policy on Directors’ remuneration.

Consideration of shareholder views

Our practice is to consult shareholders and consider their views when formulating, or changing, our policy. For example, in early 2013 we consulted with a number of shareholders in connection with the proposals for a new LTIP and the renewal of the ESOS. The feedback helped shape the design of the plans.

 

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Prior commitments

The Committee reserves the right to make any remuneration or loss of office payments if the terms were agreed prior to an individual being appointed as a Director or prior to the approval of the policy.

 

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