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Annual Report 2015

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Notes to the company financial statements


1.Significant accounting policies

The company financial statements have been prepared in accordance with the provisions of Part 9, Book 2 of the Netherlands Civil Code. As regards determining the principles for the valuation of assets and liabilities and the result of its company financial statements, Telegraaf Media Groep N.V. uses the option provided for in Article 2:362, paragraph 8 of the Netherlands Civil Code. This means that the principles for the valuation of assets and liabilities and the determination of the result (hereinafter to be referred to as the ‘accounting principles’) of the company financial statements of Telegraaf Media Groep N.V. are the same as those used for the consolidated IFRS financial statements. Investments in subsidiaries are accounted for at net asset value in accordance with the IFRS accounting principles as stated in the consolidated financial statements. These consolidated IFRS financial statements have been prepared in accordance with the standards of the International Accounting Standards Board and approved by the European Union and interpretations of IFRIC.

Please refer to pages Significant accounting policies to Segment reporting for a description of these principles. Share in result of subsidiaries, joint arrangements and associates includes the share of Telegraaf Media Groep N.V. in the results of these participations. Results on transactions which have involved the transfer of assets and liabilities between Telegraaf Media Groep N.V. and its participations and between participations themselves have not been processed in so far as these cannot be regarded as having been realised. A reference is made to the Notes to the consolidated financial statements, unless otherwise stated. In conformity with article 402, Book 2 of the Netherlands Civil Code, a condensed statement of profit and loss is included in the company financial statements of Telegraaf Media Groep N.V.


2.Intangible assets

In thousands of euros

2015

2014

Goodwill

Cost

3,300

3,300

Impairment

-701

-701

Carrying amount at 1 January/ 31 december

2,599

2,599

Movements carrying amount

Reclassification to group companies

-2,599

-

Total movements

-2,599

-

Cost

-

3,300

Impairment

-

-701

Carrying amount at 31 December

-

2,599

The change in the carrying amount of goodwill relates to an internal restructuring of the group companies within Telegraaf Media Groep.


3.Non-current financial assets

In thousands of euros

2015

2014

Subsidiaries

Share in equity

280,724

282,912

Intercompany

117,773

-

398,497

282,912

Deferred tax assets

27,696

26,148

Total

426,193

309,060

Deferred tax assets relate to the accumulated losses of the fiscal unity for income taxes TMG, see note 29 of the consolidated financial statements.

Movements in non-current financial assets can be shown as follows:

In thousands of euros

Subsidiaries

Deferred tax assets

Total

Carrying amount as at 1 January 2015

282,912

26,148

309,060

Share in result of investments

-10,023

-

-10,023

Share in actuarial results

-662

-

-662

Effect of acquisition non-controlling interest

-118

-

-118

Tax asset on tax loss 2015

-

7,036

7,036

Origination and reversal of temporary differences

-

-5,488

-5,488

Intercompany

8,615

-

8,615

Loans granted

117,773

-

117,773

Carrying amount as at 31 December 2015

398,497

27,696

426,193

The increase in carrying amount of subsidiaries through intercompany is the result of the restructuring of legal entities in 2015.

An overview of the information based on art. 379 and 414 of Book 2 of the Netherlands Civil Code has been filed with the Chamber of Commerce in Amsterdam.



4.Shareholders' equity

The company’s equity is equal to the consolidated equity attributable to shareholders of Telegraaf Media Groep N.V. (zie pag Consolidated statement of changes in equity).

The movements in shareholders equity is as follows:

In thousands of euros

Issued capital

Legal reserve

Other reserves

Retained earnings

Total

Balance as at 1 January 2015

11,588

2,051

278,886

-33,806

258,719

Distibution of losses

-

-

-33,806

33,806

-

Net result for the year

-

-

-

-22,760

-22,760

Other comprehensive income

-

-

-661

-

-661

Total comprehensive income for the year

-

-

-661

-22,760

-23,421

Acquisition of minority interest

-

-

-118

-

-118

Result subsidiaries not distributable

-

-1,512

1,512

-

-

Balance as at 31 December 2015

11,588

539

245,813

-22,760

235,180

The statutory reserve is maintained for non-distributable profits of associates The change in 2015 shows the capitalisation of internally developed assets in subsidiaries offset by a release to the Retained earnings (distributable) because of the depreciation on the same assets in 2015, and legally required reserves held by subsidiaries abroad. The reservation is based on Art. 2:365 BW of the Dutch Civil Code.


5.Non-current liabilities

In thousands of euros

2015

2014

Subsidiaries

177,824

177,824

Acquisition payables

-

310

Total

177,824

178,134

The non-current liability Subsidiaries relates to a loan from TMG Investeringen B.V. (2014: TM Investeringen N.V.)



6.Current liabilities

In thousands of euros

2015

2014

Subsidiaries

13,889

89,795

Borrowings and other financing

310

-

Other current liabilities

370

162

Total

14,569

89,957

The liability to Susidiaires relates to intercompany liabilities within the group as a result of intra-group transactions.


7.Off-balance sheet liabilities

Joint and several liability and guarantees

Pursuant to Article 403, paragraph 1, subparagraph f of Book 2 of the Dutch Civil Code, the company is liable for the debts arising from the legal transactions of the Dutch group companies in which it holds an interest of 95% or more. A list of group companies has been filed with the Chamber of Commerce and will be made available by the company upon request.

Fiscal unity

TMG, along with almost all of its wholly-owned subsidiaries in the Netherlands, is a single fiscal unity for both income tax and VAT. Within the fiscal unity, TMG companies are jointly and severally liable for tax liabilities to the Tax Authorities.


8.Remuneration of executive board and supervisory board members

Remuneration

The variable short-term component consists of a maximum of 50% of the basic salary, 60% of which is determined on the basis of the degree to which the collective objectives of the Executive Board are realised and 40% on the basis of the degree to which the individual objectives of the relevant member of the Executive Board are realised. The 2015 objectives of Mr Van der Snoek consisted of strategic, financial, HR, communication-related and operational objectives. Mr Epskamp's objectives were primarily financial in nature. For 2015, 90 percent of the targets set were achieved by both board members. Mr. van der Snoek has received a variable remuneration of € 202,500 (2014: € 60,000) over 2015. Mr. Epskamp has received a variable remuneration over 2015 of € 168,750 (2014: € 35,000).

In 2015, the phantom share plan was introduced as part of the long term compensation benefits of the Executive Board. Under this plan, the board of directors are entitled to receive a cash payment equal to the value of the number of shares that have vested at the end of the performance period (31 December 2018) multiplied by the average share price of TMG during the last quarter of the plan period (fourth quarter of 2019). These cash-settled phantom shares are conditional on completing four years of service (the vesting period) and four additional set targets. These targets are the performance of the share price of TMG compared to a peergroup (weighting 30%), revenue target for the year 2018 (weighting 15%), EBITDA margin target for the year 2018 (weighting 25%) and 2 ESG criteria, being the reduction of CO2 and the implementation of an internal Talent Management Program (weighting 30%).

On 31 December 2015 the fair value of the conditionally granted phantom shares is € 3,75 per share. The outstanding liability with regard to the phantom share plan is 76 (2014: nil). The costs charged to the profit and loss amount to 76 (2014: nil). The maximum number of phantom shares that can be granted under the plan is 135.091.

Underlying breakdown is on accrual basis and including secondary salary conditions.

In euros

2015

Fixed remuneration

Variable remuneration

Deferred remuneration

Redundancy scheme

Other short-term employee benefits 1

Total

Members of the Executive Board

G.J.E. van der Snoek

450,000

202,500

56,366

-

82,978

791,844

L.N.J. Epskamp

375,000

168,750

49,427

-

70,271

663,448

Former members of the Executive Board

F.Th.J. Arp2

-

-

-

-

-

-

  1. concerns: car lease costs, expenses and compensation for limitation of accrual of pension rights.
  2. Resigned 1 November 2014. Service ended by March 1, 2015.

In euros

2014

Fixed remuneration

Variable remuneration

Deferred remuneration

Redundancy scheme

Other short-term employee benefits

Total

Members of the Executive Board

G.J.E. van der Snoek1

225,000

60,000

37,192

-

16,275

338,467

L.N.J. Epskamp2

125,000

35,000

20,545

-

8,720

189,265

Former members of the Executive Board

F.Th.J. Arp

404,619

74,929

95,261

683,984

14,248

1,273,041

C.J.J van Steijn a.i.3

-

-

-

-

-

-

  1. Appointed 1 July 2014.
  2. Appointed 1 September 2014.
  3. The fee in 2014 amounted to 186 300 incl. compensation Boer Croon management.

Remuneration of the (former-) Supervisory Board

In euros

2015

2014

Periodical remuneration

Periodical remuneration

Members of the Supervisory Board

M.A.M. Boersma , chairman

51,510

51,000

M.A.M. Boersma , delegate commissioner

-

60,000

J.J. Nooitgedagt, vice-voorzitter

47,975

47,500

A.R. van Puijenbroek, secretaris

45,955

45,500

mevr. A.G. van den Belt1

40,905

27,000

mevr. S.G. Brummelhuis1

45,955

30,333

Former members of the Supervisory Board

D.H.H.D. Ropers2

-

11,894

M. Tiemstra2

-

13,727

J.G. Drechsel2

-

13,894

  1. Joined by April 24, 2014.
  2. Resignation by April 24, 2014.

Deferred remuneration is not granted to (former-) executive board members.

On 1 July 2014, Mr G.J. van der Snoek was appointed as chairman of the Executive Board. On this date Mr. Boersma resigned of his duties as delegate commissioner. Mr. Boersma was in average 1.5 days a month working for TMG as delegate commissioner. Furthermore he is on average two days a month active as chairman of the Supervisory Board. Based on the average time worked and the remuneration of the chairman of the Supervisory Board the total remuneration for both roles was about € 14,250 a month.The remuneration of the Supervisory Board and its committees has been changed in the General Meeting of Shareholders in 2014 and is now in line with the average applied by Dutch small caps. As of 2015 the remuneration will be indexed based on the CPI-index.

Share ownership at 31 December 2015

The executive board members and the supervisory board members do not hold any shares in Telegraaf Media Groep N.V. per the balance sheet date (2014: nil).


9.Service fee external auditor

The service fee recognised in the financial statements for the external auditor Deloitte Accountants B.V. and its affiliated audit firms, pursuant to art. 382 BW2 is as follows:

In thousands of euros

2015

2014

Audit of the financial statements

584

557

Other assurances services

109

194

Tax advisory

-

-

Other non-audit services

-

-

Total

693

751

The external auditor has not received fees for tax and / or other non-audit services.

Amsterdam, 8 march 2016

Executive Board

Geert-Jan van der Snoek, chairman and CEO

Leo Epskamp, CFO

Supervisory Board

Michiel Boersma, chairman

Jan Nooitgedagt, vice-chairman

Guus van Puijenbroek, secretary

Annelies van den Belt

Simone Brummelhuis